AVALONBAY COMMUNITIES INC — Director's Dealing 2015

May 21, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AVALONBAY COMMUNITIES INC (AVB)
CIK: 0000915912
Period of Report: 2015-05-19

Reporting Person: HOREY LEO S III (Chief Administrative Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-05-19	Common Stock, par value $.01 per share	M	2147	$132.95	Acquired	54542.3363	Direct
2015-05-19	Common Stock, par value $.01 per share	S	2147	$168.2448	Disposed	52395.3363	Direct
2015-05-20	Common Stock, par value $.01 per share	M	6111	$115.83	Acquired	58506.3363	Direct
2015-05-20	Common Stock, par value $.01 per share	M	4669	$132.95	Acquired	63175.3363	Direct
2015-05-20	Common Stock, par value $.01 per share	S	15780	$168.1585	Disposed	47395.3363	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-05-19	Employee Stock Options (Right to Buy)	$132.95	M	2147	Disposed	2022-02-16	Common Stock (2147)	Direct
2015-05-20	Employee Stock Options (Right to Buy)	$115.83	M	6111	Disposed	2021-02-16	Common Stock (6111)	Direct
2015-05-20	Employee Stock Options (Right to Buy(	$132.95	M	4669	Disposed	2022-02-16	Common Stock (4669)	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 $168.0000 to $168.4495. 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 $168.00 to $168.50. 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 became exercisable in three equal 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 16, 2011, which became exercisable in three equal annual installments beginning on February 16, 2012.

F6: Following the reported transaction, the reporting person holds a total of 15,529 options to purchase the issuer's common stock granted on various dates and with varying exercise prices and vesting dates.