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AVALONBAY COMMUNITIES INC Director's Dealing 2016

May 4, 2016

30174_dirs_2016-05-04_a4cb8a82-152f-4b47-8ce4-1959b189530e.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AVALONBAY COMMUNITIES INC (AVB)
CIK: 0000915912
Period of Report: 2016-05-02

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

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2016-05-02 Common Stock, par value $.01 per share M 696 $143.34 Acquired 32921.5374 Direct
2016-05-02 Common Stock, par value $.01 per share M 4426 $126.78 Acquired 37347.5374 Direct
2016-05-02 Common Stock, par value $.01 per share S 4426 $181.0771 Disposed 32921.5374 Direct
2016-05-02 Common Stock, par value $.01 per share F 552 $180.83 Disposed 32369.5374 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2016-05-02 Stock Options (Right to Buy) $143.34 M 696 Disposed 2017-02-08 Common Stock (696) Direct
2016-05-02 Stock Options (Right to Buy) $126.78 M 4426 Disposed 2023-03-13 Common Stock (4426) Direct

Footnotes

F1: The amount of securities owned following the reported transaction reflects direct ownership of all shares of common stock, including restricted stock.

F2: This transaction was executed in multiple trades at prices ranging from $181.03 to $181.14. 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 08, 2007, which become exercisable in three annual installments beginning on February 08, 2008.

F4: 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.

F5: Following the reported transaction, the reporting person holds a total of 8,396 options to purchase the issuer's common stock granted on various dates and with varying exercise prices and vesting dates.