AVALONBAY COMMUNITIES INC — Director's Dealing 2014

May 20, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AVALONBAY COMMUNITIES INC (AVB)
CIK: 0000915912
Period of Report: 2014-05-16

Reporting Person: NAUGHTON TIMOTHY J (Director, Chairman & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-05-16	Common Stock, par value $.01 per share	M	22868	$67.86	Acquired	144816.4037	Direct
2014-05-16	Common Stock, par value $.01 per share	S	22868	$139.8915	Disposed	121948.4037	Direct
2014-05-16	Common Stock, par value $.01 per share	M	20000	$96.19	Acquired	141948.4037	Direct
2014-05-16	Common Stock, par value $.01 per share	S	20000	$140.3208	Disposed	121948.4037	Direct
2014-05-19	Common Stock, par value $.01 per share	M	20000	$96.19	Acquired	141948.4037	Direct
2014-05-19	Common Stock, par value $.01 per share	S	20000	$140.6567	Disposed	121948.4037	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-05-16	Employee Stock Options (Right to Buy)	$67.86	M	22868	Disposed	2015-02-11	Common Stock (22868)	Direct
2014-05-16	Employee Stock Options (Right to Buy)	$96.19	M	20000	Disposed	2016-02-09	Common Stock (20000)	Direct
2014-05-19	Employee Stock Options (Right to Buy)	$96.19	M	20000	Disposed	2016-02-09	Common Stock (20000)	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 $139.47 to $140.10. 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 $140.100 to $140.534. 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: This transaction was executed in multiple trades at prices ranging from $140.50 to $140.78. 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.

F5: The options exercised were included in options granted under the issuer's stock option and incentive plan on February 11, 2005, which become exercisable in three annual installments beginning on February 11, 2006.

F6: The options exercised were included in options granted under the issuer's stock option and incentive plan on February 09, 2006, which become exercisable in five annual installments beginning on February 09, 2007.

F7: Following the reported transaction, the reporting person holds a total of 317,872 options to purchase the issuer's common stock granted on various dates and with varying exercise prices and vesting dates.