AVALONBAY COMMUNITIES INC — Director's Dealing 2017

Mar 3, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AVALONBAY COMMUNITIES INC (AVB)
CIK: 0000915912
Period of Report: 2017-03-01

Reporting Person: McLaughlin William M (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-28	Common Stock, par value $.01 per share	G	1200	$0.00	Disposed	51256.259	Direct
2017-03-01	Common Stock, par value $.01 per share	F	2561	$183.31	Disposed	48695.259	Direct
2017-03-01	Common Stock, par value $.01 per share	M	863	$115.83	Acquired	49558.259	Direct
2017-03-01	Common Stock, par value $.01 per share	M	752	$132.95	Acquired	50310.259	Direct
2017-03-01	Common Stock, par value $.01 per share	M	767	$130.23	Acquired	51077.259	Direct
2017-03-01	Common Stock, par value $.01 per share	F	1636	$183.31	Disposed	49441.259	Direct
2017-03-02	Common Stock, par value $.01 per share	S	2500	$183.0677	Disposed	46941.259	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-03-01	Stock Options (Right to Buy)	$115.83	M	863	Disposed	2021-02-16	Common Stock (863)	Direct
2017-03-01	Stock Options (Right to Buy)	$132.95	M	752	Disposed	2022-02-16	Common Stock (752)	Direct
2017-03-01	Stock Options (Right to Buy)	$130.23	M	767	Disposed	2023-02-13	Common Stock (767)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $.01 per share	3360	Indirect

Footnotes

F1: Reflects gift of 1,200 shares.

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

F3: Reflects withholding of shares by the Company to cover tax withholding obligations on the vesting of restricted stock under the Company's Stock Option and Incentive Plan.

F4: Reflects payment of exercise price by delivering securities to the Company.

F5: This transaction was executed in multiple trades at prices ranging from $183.0302 to $183.1620. 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.

F6: No transaction is reported. The amount of securities owned indirectly following the reported transactions is included for information purposes only.

F7: 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.

F8: 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.

F9: 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 equal annual installments beginning on February 13, 2014.

F10: Following the reported transaction, the reporting person holds a total of 28,414 options to purchase the issuer's common stock granted on various dates and with varying exercise prices and vesting dates.