AVALONBAY COMMUNITIES INC — Director's Dealing 2014

Aug 21, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AVALONBAY COMMUNITIES INC (AVB)
CIK: 0000915912
Period of Report: 2014-08-19

Reporting Person: Breslin Sean J. (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-08-19	Common Stock, par value $.01 per share	M	4437	$115.83	Acquired	26257.3315	Direct
2014-08-19	Common Stock, par value $.01 per share	S	4437	$153.9575	Disposed	21820.3315	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-08-19	Stock Options (Right to Buy)	$115.83	M	4437	Disposed	2021-02-16	Common Stock (4437)	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: This transaction was executed in multiple trades at prices ranging from $153.95 to $153.98. 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: The options exercised were included in options granted under the issuer's stock option and incentive plan on February 16, 2011, which become exercisable in three annual installments beginning on February 16, 2012.

F4: Following the reported transaction, the reporting person holds a total of 31,267 options to purchase the issuer's common stock granted on various dates and with varying exercise prices and vesting dates.