AVALONBAY COMMUNITIES INC — Director's Dealing 2015

Nov 23, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AVALONBAY COMMUNITIES INC (AVB)
CIK: 0000915912
Period of Report: 2015-11-19

Reporting Person: Breslin Sean J. (Chief Operating Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-11-19	Common Stock, par value $.01 per share	M	1789	$132.95	Acquired	26292.5935	Direct
2015-11-19	Common Stock, par value $.01 per share	M	2500	$126.78	Acquired	28792.5935	Direct
2015-11-19	Common Stock, par value $.01 per share	S	4289	$177.1784	Disposed	24503.5935	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-11-19	Employee Stock Options (Right to Buy)	$132.95	M	1789	Disposed	2022-02-16	Common Stock (1789)	Direct
2015-11-19	Employee Stock Options (Right to Buy)	$126.78	M	2500	Disposed	2023-03-13	Common Stock (2500)	Direct

Footnotes

F1: Since the date of the reporting person's last ownership report, he transferred 4,016 shares of Common Stock to his ex-wife pursuant to a domestic relations order. The reporting person no longer reports any of these transferred securities as beneficially owned.

F2: The amount of securities owned following the reported transaction reflects direct ownership of all shares of common stock, including restricted stock.

F3: This transaction was executed in multiple trades at prices ranging from $177.1703 to $177.1787. 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: The options exercised were included in options granted under the issuer's stock option and incentive plan on February 16, 2012, which become 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 March 13, 2013, which become exercisable in three annual installments beginning on March 13, 2014.

F6: Following the reported transaction, the reporting person holds a total of 13,518 options to purchase the issuer's common stock granted on various dates and with varying exercise prices and vesting dates.