AVALONBAY COMMUNITIES INC — Director's Dealing 2012

Jun 5, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AVALONBAY COMMUNITIES INC (AVB)
CIK: 0000915912
Period of Report: 2012-06-01

Reporting Person: NAUGHTON TIMOTHY J (Director, CEO & President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-06-01	Common Stock, par value $.01 per share	F	11902	$137.01	Disposed	118995.668	Direct

Footnotes

F1: Reflects withholding of shares by the Company to cover tax withholding obligations on the vesting of restricted stock under the Company's Stock Option and Incentive Plan.

F2: The amount of securities owned following the reported transaction reflects direct ownership of all shares of common stock, including restricted shares.