AVALONBAY COMMUNITIES INC — Director's Dealing 2012

Feb 17, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AVALONBAY COMMUNITIES INC (AVB)
CIK: 0000915912
Period of Report: 2012-02-15

Reporting Person: Breslin Sean J. (EVP, Investments & Asset Mgmt)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-15	Common Stock, par value $.01 per share	M	2700	$48.60	Acquired	24602.4766	Direct
2012-02-15	Common Stock, par value $.01 per share	S	2700	$132.75	Disposed	21902.4766	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-15	Stock Options (Right to Buy)	$48.60	M	2700	Disposed	2019-02-11	Common Stock (2700)	Direct

Footnotes

F1: The amount of secuities owned following the reported transaction reflects direct ownership of all shares of common stock, including restricted stock.

F2: 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.

F3: Following the reported transaction, the reporting person holds a total of 12,990 options to purchase the issuer's common stock granted on various dates and with varying exercise prices and vesting dates.