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: BLAIR BRYCE (Director, CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-06-15	Common Stock, par value $.01 per share	M	105550	$96.19	Acquired	371310.4657	Direct
2011-06-15	Common Stock, par value $.01 per share	S	102850	$130.2833	Disposed	268460.4657	Direct
2011-06-15	Common Stock, par value $.01 per share	S	2700	$131.1074	Disposed	265760.4657	Direct
2011-06-16	Common Stock, par value $.01 per share	M	59500	$96.19	Acquired	325260.4657	Direct
2011-06-16	Common Stock, par value $.01 per share	S	59500	$130.1946	Disposed	265760.4657	Direct
2011-06-16	Common Stock, par value $.01 per share	A	67679	$0.00	Acquired	333439.4657	Direct
2011-06-16	Common Stock, par value $.01 per share	F	14166	$128.73	Disposed	319273.4657	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-06-15	Stock Options (Right to Buy)	$96.19	M	105550	Disposed	2016-02-09	Common Stock (105550)	Direct
2011-06-16	Stock Options (Right to Buy)	$96.19	M	59500	Disposed	2016-02-09	Common Stock (59500)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $.01 per share	310	Indirect

Footnotes

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

F2: The transaction was executed in multiple trades at prices ranging from $130.00 to $130.99. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

F3: The transaction was executed in multiple trades at prices ranging from $131.00 to $131.18. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

F4: The transaction was executed in multiple trades at prices ranging from $130.00 to $130.52. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

F5: 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.

F6: Reflects withholding of shares by the Company to cover tax withholding obligations due on receipt of unrestricted stock.

F7: No transaction is reported. Reflects shares held in trust for children.

F8: The options exercised were included in options granted under the issuer's stock option and incentive plan on February 9, 2006, which become exercisable in three annual installments beginning on February 9, 2007.

F9: Following the reported transaction, the reporting person held a total of 500,097 options to purchase the issuer's common stock granted on various dates and with varying exercise prices and vesting dates.

F10: Following the reported transaction, the reporting person holds a total of 440,597 options to purchase the issuer's common stock granted on various dates and with varying exercise prices and vesting dates.