AVALONBAY COMMUNITIES INC — Director's Dealing 2012

Jun 12, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AVALONBAY COMMUNITIES INC (AVB)
CIK: 0000915912
Period of Report: 2012-06-08

Reporting Person: SARGEANT THOMAS J (CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-06-08	Common Stock, par value $.01 per share	G	2000	$0.00	Disposed	93596.3876	Direct
2012-06-08	Common Stock, par value $.01 per share	M	16783	$48.60	Acquired	110379.3876	Direct
2012-06-08	Common Stock, par value $.01 per share	M	6506	$74.20	Acquired	116885.3876	Direct
2012-06-08	Common Stock, par value $.01 per share	F	706	$141.66	Disposed	116179.3876	Direct
2012-06-08	Common Stock, par value $.01 per share	S	34220	$141.5603	Disposed	81959.3876	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-06-08	Employee Stock Options (Right to Buy)	$48.60	M	16783	Disposed	2019-02-11	Common Stock (16783)	Direct
2012-06-08	Employee Stock Options (Right to Buy)	$74.20	M	6506	Disposed	2020-02-11	Common Stock (6506)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $.01 per share	1352	Indirect
Common Stock, par value $.01 per share	40000	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: This transaction was executed in multiple trades at prices ranging from $141.01 to $141.94. 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: No transaction is reported. The amount of securities owned indirectly following the reported transaction is included for information purposes only.

F4: 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.

F5: The options exercised were included in options granted under the issuer's stock option and incentive plan on February 11, 2010, which become exercisable in three annual installments beginning on February 11, 2011.

F6: Following the reported transaction, the reporting person holds a total of 63,215 options to purchase the issuer's common stock granted on various dates and with varying exercise prices and vesting dates.