AVALONBAY COMMUNITIES INC — Director's Dealing 2014

Aug 18, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AVALONBAY COMMUNITIES INC (AVB)
CIK: 0000915912
Period of Report: 2014-08-14

Reporting Person: O'Shea Kevin P. (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-08-14	Common Stock, par value $.01 per share	M	764	$130.23	Acquired	8143	Direct
2014-08-14	Common Stock, par value $.01 per share	M	1456	$132.95	Acquired	9599	Direct
2014-08-14	Common Stock, par value $.01 per share	M	3166	$143.34	Acquired	12765	Direct
2014-08-14	Common Stock, par value $.01 per share	S	5386	$151.6251	Disposed	7379	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-08-14	Employee Stock Options (Right to Buy)	$130.23	M	764	Disposed	2023-02-13	Common Stock (764)	Direct
2014-08-14	Employee Stock Options (Right to Buy)	$132.95	M	1456	Disposed	2022-02-16	Common Stock (1456)	Direct
2014-08-14	Employee Stock Options (Right to Buy)	$143.34	M	3166	Disposed	2017-02-08	Common Stock (3166)	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 $151.47 to $151.76. 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 13, 2013, which became exercisable in three annual installments beginning on February 13, 2014.

F4: The options exercised were included in options granted under the issuer's stock option and incentive plan on February 16, 2012, which became exercisable in three annual installments beginning on February 16, 2013.

F5: The options exercised were included in options granted under the issuer's stock option and incentive plan on February 08, 2007, which became exercisable in three annual installments beginning on February 08, 2008.

F6: Following the reported transaction, the reporting person holds a total of 11,135 options to purchase the issuer's common stock granted on various dates and with varying exercise prices and vesting dates.