Edgar Filing: BLAIR BRYCE

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:

3235-0287

Expires:

January 31, 2005

Estimated average burden hours per response...

0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

BLAIR BRYCE

2. Issuer Name and Ticker or Trading Symbol
AVALONBAY COMMUNITIES INC [AVB]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
CEO

(Last)

(First)

(Middle)

C/O AVALONBAY COMMUNITIES, INC., BALLSTON TOWER, 671 N. GLEBE ROAD

3. Date of Earliest Transaction (Month/Day/Year)
08/15/2011

(Street)

ARLINGTON, VA 22203

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $.01 per share	08/15/2011		M⁽¹⁾		8,000	A	$ 67.86	329,471.4657 ⁽²⁾	D
Common Stock, par value $.01 per share	08/15/2011		S⁽¹⁾		2,000	D	$ 130.2792 ⁽³⁾	327,471.4657 ⁽²⁾	D
Common Stock, par value $.01 per share	08/15/2011		S⁽¹⁾		2,000	D	$ 131.2786 ⁽⁴⁾	325,471.4657 ⁽²⁾	D
Common Stock, par value $.01 per share	08/15/2011		S⁽¹⁾		4,000	D	$ 132.125 ⁽⁵⁾	321,471.4657 ⁽²⁾	D
Common Stock, par value $.01 per share	08/16/2011		M⁽¹⁾		1,100	A	$ 67.86	322,571.4657 ⁽²⁾	D
Common Stock, par value $.01 per share	08/16/2011		M⁽¹⁾		6,900	A	$ 86.4	329,471.4657 ⁽²⁾	D
Common Stock, par value $.01 per share	08/16/2011		S⁽¹⁾		2,000	D	$ 131	327,471.4657 ⁽²⁾	D
Common Stock, par value $.01 per share	08/16/2011		S⁽¹⁾		4,000	D	$ 132.25 ⁽⁶⁾	323,471.4657 ⁽²⁾	D
Common Stock, par value $.01 per share	08/16/2011		S⁽¹⁾		2,000	D	$ 133	321,471.4657 ⁽²⁾	D
Common Stock, par value $.01 per share	08/17/2011		M⁽¹⁾		100	A	$ 86.4	321,571.4657 ⁽²⁾	D
Common Stock, par value $.01 per share	08/17/2011		M⁽¹⁾		4,400	A	$ 48.6	325,971.4657 ⁽²⁾	D
Common Stock, par value $.01 per share	08/17/2011		M⁽¹⁾		900	A	$ 74.2	326,871.4657 ⁽²⁾	D
Common Stock, par value $.01 per share	08/17/2011		S⁽¹⁾		5,400	D	$ 134.1993 ⁽⁷⁾	321,471.4657 ⁽²⁾	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Options (Right to Buy)

$ 67.86

08/15/2011

M⁽¹⁾

8,000

02/11/2006⁽⁸⁾

02/11/2015

Common Stock

8,000

$ 0 ⁽⁸⁾

86,326

Stock Options (Right to Buy)

$ 67.86

08/16/2011

M⁽¹⁾

1,100

02/11/2006⁽⁸⁾

02/11/2015

Common Stock

1,100

$ 0 ⁽⁸⁾

85,226

Stock Options (Right to Buy)

$ 86.4

08/16/2011

M⁽¹⁾

6,900

02/11/2009⁽⁹⁾

02/11/2018

Common Stock

6,900

$ 0 ⁽⁹⁾

59,299

Stock Options (Right to Buy)

$ 86.4

08/17/2011

M⁽¹⁾

100

02/11/2009⁽⁹⁾

02/11/2018

Common Stock

100

$ 0 ⁽⁹⁾

59,199

Stock Options (Right to Buy)

$ 48.6

08/17/2011

M⁽¹⁾

4,400

02/11/2010⁽¹⁰⁾

02/11/2019

Common Stock

4,400

$ 0 ⁽¹⁰⁾

64,246

Stock Options (Right to Buy)

$ 74.2

08/17/2011

M⁽¹⁾

900

02/11/2011⁽¹¹⁾

02/11/2020

Common Stock

900

$ 0 ⁽¹¹⁾

27,330 ⁽¹²⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
BLAIR BRYCE C/O AVALONBAY COMMUNITIES, INC. BALLSTON TOWER, 671 N. GLEBE ROAD ARLINGTON, VA 22203	X		CEO

Signatures

By Catherine T. White under Power of Attorney dated as of January 20 2009		08/17/2011
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	The exercises and sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on June 24, 2011
(2)	The amount of securities owned following the reported transaction reflects direct ownership of all shares of common stock, including restricted shares.
(3)	This transaction was executed in multiple trades at prices ranging from $130.07 to $130.40. 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.
(4)	This transaction was executed in multiple trades at prices ranging from $131.18 to $131.505. 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.
(5)	This transaction was executed in multiple trades at prices ranging from $132.00 to $132.50. 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.
(6)	This transaction was executed in multiple trades at prices ranging from $132.00 to $132.50. 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.
(7)	This transaction was executed in multiple trades at prices ranging from $134.00 to $134.40. 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.
(8)	The options exercised were included in options granted under the issuer's stock option and incentive plan on February 11, 2005 which became exercisable in three equal installments beginning on February 11, 2006.
(9)	The options exercised were included in options granted under the issuer's stock option and incentive plan on February 11, 2008 which became exercisable in three equal installments beginning on February 11, 2009.
(10)	The options exercised were included in options granted under the issuer's stock option and incentive plan on February 11, 2009 which became exercisable in three equal installments beginning on February 11, 2010.
(11)	The options exercised were included in options granted under the issuer's stock option and incentive plan on February 11, 2010 which became exercisable in three equal installments beginning on February 11, 2011.
(12)	Following the reported transactions, the reporting person holds a total of 345,199 options to purchase the issuer's common stock granted on various dates with varying exercise prices and vesting dates.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.