AVALONBAY COMMUNITIES INC — Director's Dealing 2015

May 18, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AVALONBAY COMMUNITIES INC (AVB)
CIK: 0000915912
Period of Report: 2015-05-14

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-05-14	Common Stock, par value $.01 per share	M	4439	$126.78	Acquired	17027.0768	Direct
2015-05-14	Common Stock, par value $.01 per share	M	764	$130.23	Acquired	17791.0768	Direct
2015-05-14	Common Stock, par value $.01 per share	M	729	$132.95	Acquired	18520.0768	Direct
2015-05-14	Common Stock, par value $.01 per share	S	7582	$166.8911	Disposed	10938.0768	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-05-14	Employee Stock Options (Right to Buy)	$126.78	M	4439	Disposed	2023-03-13	Common Stock (4439)	Direct
2015-05-14	Employee Stock Options (Right to Buy)	$130.23	M	764	Disposed	2023-02-13	Common Stock (764)	Direct
2015-05-14	Employee Stock Options (Right to Buy)	$132.95	M	729	Disposed	2022-02-16	Common Stock (729)	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 $166.84 to $166.96. 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 March 13, 2013, which became exercisable in three annual installments beginning on March 13, 2014

F4: 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.

F5: 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.

F6: Following the reported transaction, the reporting person holds a total of 5,203 options to purchase the issuer's common stock granted on various dates and with varying exercise prices and vesting dates.