Form: 3

Initial statement of beneficial ownership of securities

July 17, 2009

Documents

SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES


Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person*
Shea Keri A
(Last) (First) (Middle)
C/O AVALONBAY COMMUNITIES, INC.
2900 EISENHOWER AVE., SUITE 300
(Street)
ALEXANDRIA VA 22314
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
07/13/2009 		3. Issuer Name and Ticker or Trading Symbol
AVALONBAY COMMUNITIES INC [ AVB ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
VP-Finance and Treasurer
 5. If Amendment, Date of 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
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $.01 per share 2,483(1) D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Options (Right to Buy) 02/08/2008(2) 02/08/2017 Common Stock 2,386(3) 143.34 D
Employee Stock Options (Right to Buy) 02/11/2009(4) 02/11/2018 Common Stock 3,332(3) 86.4 D
Employee Stock Options (Right to Buy) 02/11/2010(5) 02/11/2019 Common Stock 2,787(3) 48.6 D
Explanation of Responses:
1. Includes restricted shares granted under the Company's Stock Incentive Plan, a portion of which are subject to vesting.
2. These options were granted on 02/08/07 and became exercisable in three equal annual installments beginning 02/08/08.
3. The reporting person holds a total of 8,505 options to purchase the issuer's common stock granted on various dates with varying exercise prices and vesting dates.
4. These options were granted on 02/11/08 and became exercisable in three equal annual installments beginning 02/11/09.
5. These options were granted on 02/11/09 and became exercisable in three equal annual intstallments beginning 02/11/2010.
Remarks:
Catherine T. White, as attorney-in-fact under Power of Attorney dated July 13, 2009 07/17/2009
** Signature of Reporting Person Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 5 (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).

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

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 Number.