AVALONBAY COMMUNITIES INC — Director's Dealing 2016

May 9, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AVALONBAY COMMUNITIES INC (AVB)
CIK: 0000915912
Period of Report: 2016-05-06

Reporting Person: Shea Keri A (SVP-Finance and Treasurer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-05-06	Common Stock, par value $.01 per share	M	1071	$115.83	Acquired	7959	Direct
2016-05-06	Common Stock, par value $.01 per share	M	1337	$132.95	Acquired	9296	Direct
2016-05-06	Common Stock, par value $.01 per share	M	1400	$130.23	Acquired	10696	Direct
2016-05-06	Common Stock, par value $.01 per share	S	3808	$184.5484	Disposed	6888	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-05-06	Employee Stock Options (Right to Buy)	$115.83	M	1071	Disposed	2021-02-16	Common Stock (1071)	Direct
2016-05-06	Employee Stock Options (Right to Buy)	$132.95	M	1337	Disposed	2022-02-16	Common Stock (1337)	Direct
2016-05-06	Employee Stock Options (Right to Buy)	$130.23	M	1400	Disposed	2023-02-13	Common Stock (1400)	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 $184.4600 to $184.5513. 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 February 16, 2011, which became exercisable in three annual installments beginning on February 16, 2012.

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 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 13, 2013, which became exercisable in three annual installments beginning on February 13, 2014.

F6: Following the reported transactions, the reporting person does not hold any options to purchase.