AVALONBAY COMMUNITIES INC — Director's Dealing 2014

Mar 3, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AVALONBAY COMMUNITIES INC (AVB)
CIK: 0000915912
Period of Report: 2014-02-27

Reporting Person: McLaughlin William M (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-27	Common Stock, par value $.01 per share	M	1472	$67.86	Acquired	53596.259	Direct
2014-02-27	Common Stock, par value $.01 per share	M	1039	$96.19	Acquired	54635.259	Direct
2014-02-27	Common Stock, par value $.01 per share	M	1156	$86.40	Acquired	55791.259	Direct
2014-02-27	Common Stock, par value $.01 per share	M	2060	$48.60	Acquired	57851.259	Direct
2014-02-27	Common Stock, par value $.01 per share	M	1347	$74.20	Acquired	59198.259	Direct
2014-02-27	Common Stock, par value $.01 per share	F	3924	$127.30	Disposed	55274.259	Direct
2014-02-28	Common Stock, par value $.01 per share	S	3500	$129.00	Disposed	51774.259	Direct
2014-03-01	Common Stock, par value $.01 per share	F	1308	$128.97	Disposed	50466.259	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-02-27	Stock Options (Right to Buy)	$67.86	M	1472	Disposed	2015-02-11	Common Stock (1472)	Direct
2014-02-27	Stock Options (Right to Buy)	$96.19	M	1039	Disposed	2016-02-09	Common Stock (1039)	Direct
2014-02-27	Stock Options (Right to Buy)	$86.40	M	1156	Disposed	2018-02-11	Common Stock (1156)	Direct
2014-02-27	Stock Options (Right to Buy)	$48.60	M	2060	Disposed	2019-02-11	Common Stock (2060)	Direct
2014-02-27	Stock Options (Right to Buy)	$74.20	M	1347	Disposed	2020-02-11	Common Stock (1347)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $.01 per share	1160	Indirect

Footnotes

F1: The amount of securities owned following the reported transaction reflects direct ownership of all shares of common stock, including restricted shares.

F2: Reflects payment of exercise price by delivering securities to the Company.

F3: Reflects withholding of shares by the Company to cover tax withholding obligations on the vesting of restricted stock under the Company's Stock Option and Incentive Plan.

F4: No transaction is reported. The amount of securities owned indirectly following the reported transactions is included for information purposes only.

F5: The options exercised were included in options granted under the issuer's stock option and incentive plan on February 11, 2005, which became exercisable in three equal 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 9, 2006, which became exercisable in three equal annual installments beginning on February 9, 2007.

F7: The options exercised were included in options granted under the issuer's stock option and incentive plan on February 11, 2008, which became exercisable in three equal annual installments beginning on February 11, 2009.

F8: 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 annual installments beginning on February 11, 2010.

F9: 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 annual installments beginning on February 11, 2011.

F10: Following the reported transaction, the reporting person holds a total of 76,223 options to purchase the issuer's common stock granted on various dates and with varying exercise prices and vesting dates.