AVALONBAY COMMUNITIES INC — Director's Dealing 2012

May 29, 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: BLAIR BRYCE (Director, Chairman of the Board)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-05-25	Common Stock, par value $.01 per share	M	23760	$48.60	Acquired	285098.181	Direct
2012-05-25	Common Stock, par value $.01 per share	M	10010	$74.20	Acquired	295108.181	Direct
2012-05-25	Common Stock, par value $.01 per share	S	32500	$139.858	Disposed	262608.181	Direct
2012-05-25	Common Stock, par value $.01 per share	S	1270	$140.9517	Disposed	261338.181	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-05-25	Stock Options (Right to Buy)	$48.60	M	23760	Disposed	2019-02-11	Common Stock (23760)	Direct
2012-05-25	Stock Options (Right to Buy)	$74.20	M	10010	Disposed	2020-02-11	Common Stock (10010)	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 $139.400 to $140.385. 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 $140.80 to $141.18. 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, 2009 which became exercisable in three equal 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 became exercisable in three equal installments beginning on February 11, 2011.

F6: Following the reported transactions, the reporting person holds a total of 119,208 options to purchase the issuer's common stock granted on various dates with varying exercise prices and vesting dates.