AVALONBAY COMMUNITIES INC — Director's Dealing 2012

May 30, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AVALONBAY COMMUNITIES INC (AVB)
CIK: 0000915912
Period of Report: 2012-05-25

Reporting Person: HOREY LEO S III (Chief Administrative Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-05-25	Common Stock, par value $.01 per share	S	50	$142.00	Disposed	67557.4149	Direct
2012-05-29	Common Stock, par value $.01 per share	M	1039	$96.19	Acquired	68596.4149	Direct
2012-05-29	Common Stock, par value $.01 per share	M	1156	$86.40	Acquired	69752.4149	Direct
2012-05-29	Common Stock, par value $.01 per share	M	2060	$48.60	Acquired	71812.4149	Direct
2012-05-29	Common Stock, par value $.01 per share	F	2862	$142.03	Disposed	68950.4149	Direct
2012-05-29	Common Stock, par value $.01 per share	S	9950	$141.5053	Disposed	59000.4149	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-05-29	Employee Stock Options (Right to Buy)	$96.19	M	1039	Disposed	2016-02-09	Common Stock (1039)	Direct
2012-05-29	Employee Stock Options (Right to Buy)	$86.40	M	1156	Disposed	2018-02-11	Common Stock (1156)	Direct
2012-05-29	Employee Stock Options (Right to Buy)	$48.60	M	2060	Disposed	2019-02-11	Common Stock (2060)	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 $141.5000 to $141.5301. 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 9, 2006, which become exercisable in three annual installments beginning on February 9, 2007.

F4: The options exercised were included in options granted under the issuer's stock option and incentive plan on February 11, 2008, which become exercisable in three annual installments beginning on February 11, 2009.

F5: The options exercised were included in options granted under the issuer's stock option and incentive plan on February 11, 2009, which become exercisable in three annual installments beginning on February 11, 2010.

F6: Following the reported transaction, the reporting person held a total of 39,427 options to purchase the issuer's common stock granted on various dates and with varying exercise prices and vesting dates.