AVALONBAY COMMUNITIES INC — Director's Dealing 2011

Mar 1, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AVALONBAY COMMUNITIES INC (AVB)
CIK: 0000915912
Period of Report: 2011-02-25

Reporting Person: HOREY LEO S III (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-25	Common Stock, par value $.01 per share	M	2036	$49.09	Acquired	65880.7705	Direct
2011-02-25	Common Stock, par value $.01 per share	M	11472	$67.86	Acquired	77352.7705	Direct
2011-02-25	Common Stock, par value $.01 per share	F	1691	$118.11	Disposed	75661.7705	Direct
2011-02-25	Common Stock, par value $.01 per share	S	15000	$117.3333	Disposed	60661.7705	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-02-25	Employee Stock Options (Right to Buy)	$49.09	M	2036	Disposed	2014-02-12	Common Stock (2036)	Direct
2011-02-25	Employee Stock Options (Right to Buy)	$67.86	M	11472	Disposed	2015-02-11	Common Stock (11472)	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: This transaction was executed in multiple trades at prices ranging from $117.00 to $117.50. 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 options exercised were included in options granted under the issuer's stock option and incentive plan on February 12, 2004, which became exercisable in three equal annual installments beginning on February 12, 2005.

F4: Following the reported transaction, the reporting person held a total of 130,895 options to purchase the issuer's common stock granted on various dates and with varying exercise prices and vesting dates.

F5: The options exercised were included in options granted under the issuer's stock option and incentive plan on February 11, 2005, which become exercisable in three annual installments beginning on February 11, 2006.

F6: Following the reported transaction, the reporting person holds a total of 119,423 options to purchase the issuer's common stock granted on various dates and with varying exercise prices and vesting dates.