AVALONBAY COMMUNITIES INC — Director's Dealing 2016

May 11, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AVALONBAY COMMUNITIES INC (AVB)
CIK: 0000915912
Period of Report: 2016-05-10

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-03-04	Common Stock, par value $.01 per share	G	60	$0.00	Disposed	148798.1678	Direct
2016-05-10	Common Stock, par value $.01 per share	M	19667	$143.34	Acquired	168465.1678	Direct
2016-05-10	Common Stock, par value $.01 per share	M	26005	$86.40	Acquired	194470.1678	Direct
2016-05-10	Common Stock, par value $.01 per share	M	15015	$74.20	Acquired	209485.1678	Direct
2016-05-10	Common Stock, par value $.01 per share	M	863	$115.83	Acquired	210348.1678	Direct
2016-05-10	Common Stock, par value $.01 per share	F	1048	$191.00	Disposed	209300.1678	Direct
2016-05-10	Common Stock, par value $.01 per share	S	59340	$190.9881	Disposed	149960.1678	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-05-10	Employee Stock Options (Right to Buy)	$143.34	M	19667	Disposed	2017-02-08	Common Stock (19667)	Direct
2016-05-10	Employee Stock Options (Right to Buy)	$86.40	M	26005	Disposed	2018-02-11	Common Stock (26005)	Direct
2016-05-10	Employee Stock Options (Right to Buy)	$74.20	M	15015	Disposed	2020-02-11	Common Stock (15015)	Direct
2016-05-10	Employee Stock Options (Right to Buy)	$115.83	M	863	Disposed	2021-02-16	Common Stock (863)	Direct

Footnotes

F1: Reflects gift of 60 shares.

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

F3: This transaction was executed in multiple trades at prices ranging from $190.75 to $191.19. 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 08, 2007, which become exercisable in three annual installments beginning on February 08, 2008.

F5: The options exercised were included in options granted under the issuer's stock option and incentive plan on February 11, 2008, which become exercisable in three annual installments beginning on February 11, 2009.

F6: The options exercised were included in options granted under the issuer's stock option and incentive plan on February 11, 2010, which become exercisable in three annual installments beginning on February 11, 2011.

F7: The options exercised were included in options granted under the issuer's stock option and incentive plan on February 16, 2011, which become exercisable in three annual installments beginning on February 16, 2012.

F8: Following the reported transaction, the reporting person holds a total of 89,598 options to purchase the issuer's common stock granted on various dates and with varying exercise prices and vesting dates.