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AVALONBAY COMMUNITIES INC Director's Dealing 2012

Aug 3, 2012

30174_dirs_2012-08-03_c538a14f-cfed-46fc-9079-0a7e9895e79f.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AVALONBAY COMMUNITIES INC (AVB)
CIK: 0000915912
Period of Report: 2012-08-01

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

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2012-08-01 Common Stock, par value $.01 per share M 25000 $67.86 Acquired 133835.7697 Direct
2012-08-01 Common Stock, par value $.01 per share S 11649 $147.3287 Disposed 122186.7697 Direct
2012-08-01 Common Stock, par value $.01 per share S 13351 $148.418 Disposed 108835.7697 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2012-08-01 Employee Stock Options (Right to Buy) $67.86 M 25000 Disposed 2015-02-11 Common Stock (25000) 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 $147.00 to $147.90. 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: This transaction was executed in multiple trades at prices ranging from $148.01 to $148.91. 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 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.

F5: Following the reported transaction, the reporting person holds a total of 352,036 options to purchase the issuer's common stock granted on various dates and with varying exercise prices and vesting dates.