AVALONBAY COMMUNITIES INC — Director's Dealing 2011

Jun 17, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AVALONBAY COMMUNITIES INC (AVB)
CIK: 0000915912
Period of Report: 2011-06-15

Reporting Person: NAUGHTON TIMOTHY J (Director, President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-06-15	Common Stock, par value $.01 per share	M	1245	$49.09	Acquired	95148.1347	Direct
2011-06-15	Common Stock, par value $.01 per share	S	1245	$132.00	Disposed	93903.1347	Direct
2011-06-16	Common Stock, par value $.01 per share	A	56406	$0.00	Acquired	150309.1347	Direct
2011-06-16	Common Stock, par value $.01 per share	F	11902	$128.73	Disposed	138407.1347	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-06-15	Stock Options (Right to Buy)	$49.09	M	1245	Disposed	2014-02-12	Common Stock (1245)	Direct

Footnotes

F1: The amount of securities owned following the reported transaction reflects direct ownership of all shares of common stock, including restricted shares.

F2: Reflects the settlement of Deferred Stock Awards granted under the Company's 1994 Stock Option and Incentive Plan in the form of shares of restricted and unrestricted stock following the June 16, 2011, determination by the Compensation Committee of the Company's Board of Directors that goals had been fully achieved under the Company's three year 2008 Performance Plan.

F3: Reflects withholding of shares by the Company to cover tax withholding obligations due on receipt of unrestricted stock.

F4: The options exercised were included in options granted on February 12, 2004, which became exerciseable in three equal annual installments beginning on February 12, 2005.

F5: Following the reported transaction, the reporting person holds a total of 415,165 options to purchase the issuer's common stock granted on various dates and with varying exercise prices and vesting dates.