AVALONBAY COMMUNITIES INC — Director's Dealing 2012

Mar 5, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AVALONBAY COMMUNITIES INC (AVB)
CIK: 0000915912
Period of Report: 2012-02-27

Reporting Person: BLAIR BRYCE (Director, Chairman of the Board)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-27	Common Stock, par value $.01 per share	M	2057	$48.60	Acquired	270382.5083	Direct
2012-03-01	Common Stock, par value $.01 per share	F	9046	$131.09	Disposed	261336.5083	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-27	Stock Options (Right to Buy)	$48.60	M	2057	Disposed	2019-02-11	Common Stock (2057)	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: 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.

F3: The options exercised were included in options granted under the issuer's stock option and incentive plan on February 11, 2009 which became exercisable in three equal installments beginning on February 11, 2010.

F4: Following the reported transaction, the reporting person holds a total of 152,978 options to purchase the issuer's common stock granted on various dates with varying exercise prices and vesting dates.