AVALONBAY COMMUNITIES INC — Director's Dealing 2013

May 29, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AVALONBAY COMMUNITIES INC (AVB)
CIK: 0000915912
Period of Report: 2013-05-28

Reporting Person: LEHMAN BROTHERS HOLDINGS INC. PLAN TRUST (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-05-28	Common Stock	S	7870000	$136.67	Disposed	7019706	Indirect

Footnotes

F1: Jupiter Enterprise LP is the direct owner of the common shares of beneficial interest of the Issuer reported herein (the "Shares"). Jupiter Enterprise LP is managed by its general partner, Jupiter Enterprise GP LLC. Jupiter Enterprise GP LLC is managed by its managing member, Jupiter Multifamily JV LP. Jupiter Multifamily JV LP is managed by its general partner, Jupiter Multifamily (GP) LLC, which is managed by its general partner, Jupiter Multifamily (Governance) LLC. REPE Jupiter GP Holdings LLC, ACQ SPV II Paper LLC and ACQ SPV I Holdings LLC are the sole members of Jupiter Multifamily (Governance) LLC. REPE Jupiter GP Holdings LLC is managed by its sole member, Real Estate Private Equity Inc., which is a wholly-owned subsidiary of the Reporting Person. ACQ SPV II Paper LLC is managed by Lehman Commercial Paper Inc. Lehman Commercial Paper Inc. is a wholly-owned subsidiary of Lehman ALI Inc., which is a wholly owned subsidiary of the Reporting Person.

F2: (continuation of Footnote 1) ACQ SPV I Holdings LLC is managed by its sole member, the Reporting Person. The sole share of stock of the Reporting Person is owned by Lehman Brothers Holdings Inc. Plan Trust. Despite this ownership, the Lehman Brothers Holdings Inc. Plan Trust does not have any voting or investment discretion with respect to the Shares reported herein. The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of its pecuniary interest therein. See Exhibit 99.1 for Joint Filer Information.