FORM OF STOCK CERTIFICATE, 8.96% SERIES G
Published on May 5, 1998
EXHIBIT 4.4
INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND
THIS CERTIFIES THAT CUSIP 053373 80 9
IS THE OWNER OF
FULLY PAID AND NON-ASSESSABLE SHARES OF 8.96% SERIES G CUMULATIVE
REDEEMABLE PREFERRED STOCK, PAR VALUE $.01 PER SHARE, OF
Avalon Bay Communities, Inc. (the "Corporation") transferable on the
books of the Corporation by the holder hereof in person or by duly
authorized attorney upon surrender of this Certificate properly
endorsed. This Certificate is not valid until countersigned and
registered by the Transfer Agent and Registrar.
The shares evidenced by this Certificate are subject to, among
other things, restrictions on transferability and ownership, and may
be exchanged automatically for shares of Excess Stock which do
not have voting rights and may become redeemable. See reverse side of
this Certificate for a summary of the rights, preferences, privileges
and restrictions of each class or series of shares, and instructions
for information on how to obtain a copy of the rights, preferences,
privileges and restrictions of each class or series of shares.
Witness the facsimile seal of the Corporation and the facsimile
signatures of its duly authorized officers.
[SEAL] Dated [PICTURE APPEARS HERE]
/s/ Gilbert M. Meyer
Chairman of the Board COUNTERSIGNED AND REGISTERED:
TRANSFER AGENT
AND REGISTRAR
/s/ Jeffrey B. Van Horn
BY
SECRETARY
AUTHORIZED SIGNATURE
American Bank Note Company
The shares of Avalon Bay Communities, Inc. (the "Corporation") represented
by this certificate are subject to restrictions set forth in the Corporation's
charter, as the same may be amended from time to time, which prohibit in general
(a) any Person (other than a Look-Through Entity) from Beneficially Owning
shares of Equity Stock in excess of the Ownership Limit, (b) any Look-Through
Entity from Beneficially Owning shares of Equity Stock in excess of the Look-
Through Ownership Limit and (c) any Person from acquiring or maintaining any
ownership interest in the Stock of the Corporation that is inconsistent with (i)
the requirements of the Internal Revenue Code of 1986, as amended, pertaining to
real estate investment trusts or (ii) the charter of the Corporation, and the
holder of this certificate by his, her or its acceptance hereof consents to be
bound by such restrictions. Capitalized terms used in this paragraph and not
defined herein are defined in the Corporation's charter, as the same may be
amended from time to time.
The Corporation will furnish without charge, to each stockholder who so
requests, a copy of the relevant provisions of the charter and bylaws, each as
amended, of the Corporation, a copy of the provisions setting forth the
designations, preferences, privileges and rights of each class of stock or
series thereof that the Corporation is authorized to issue and the
qualifications, limitations and restrictions of such preferences and/or rights.
Any such request may be addressed to the Secretary of the Corporation or to the
transfer agent named on the face hereof.
The Corporation is authorized to issue more than one class of stock,
including preferred stock. The Board of Directors is authorized to determine and
alter the rights, preferences, privileges, and restrictions granted to or
imposed upon any wholly owned unissued series of preferred stock, and to fix the
number of shares and the designation of any series of preferred stock.
The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
Additional abbreviations may also be used though not in the above list.
FOR VALUE RECEIVED, ________________ hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
INDENTIFYING NUMBER OF ASSIGNEE
_______________________________________
_______________________________________
________________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
_________________________________________________________________________ Shares
of the 8.96% Series G Cumulative Redeemable Preferred Stock represented by the
within Certificate, and do hereby irrevocably constitute and appoint
_______________________________________________________________________ Attorney
to transfer the said 8.96% Series G Cumulative Redeemable Preferred Stock on the
books of the said Corporation, pursuant to the provisions of the Bylaws thereof,
with full powers of substitution in the premises.
Dated ____________________
_____________________________________________
NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST
CORRESPOND WITH THE NAME AS WRITTEN UPON
THE FACE OF THE CERTIFICATE IN EVERY
PARTICULAR, WITHOUT ALTERATION OR
ENLARGEMENT OR ANY CHANGE WHATEVER.
Signature(s) Guaranteed:
THE SIGNATURE(S) MUST BE GUARANTEED
(BY AN ELIGIBLE GUARANTOR INSTITUTION
BANKS, STOCKBROKERS, SAVINGS AND LOAN
ASSOCIATIONS AND CREDIT UNIONS, WITH
MEMBERSHIP IN AN APPROVED SIGNATURE
GUARANTEE MEDALLION PROGRAM), PURSUANT
TO S.E.C. RULE 17 Ad-15.