Form: 4

Statement of changes in beneficial ownership of securities

February 15, 2011

SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP


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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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Breslin Sean J.
(Last) (First) (Middle)
C/O AVALONBAY COMMUNITIES, INC.
BALLSTON TOWER, 671 N. GLEBE ROAD
(Street)
ARLINGTON VA 22203
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
AVALONBAY COMMUNITIES INC [ AVB ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Executive Vice President
3. Date of Earliest Transaction (Month/Day/Year)
02/14/2011
4. 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 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)
Code V Amount (A) or (D) Price
Common Stock, par value $.01 per share 02/14/2011 M 1,414 A $86.4 8,473.9701(1) D
Common Stock, par value $.01 per share 02/14/2011 M 2,699 A $48.6 11,172.9701(1) D
Common Stock, par value $.01 per share 02/14/2011 M 1,320 A $74.2 12,492.9701(1) D
Common Stock, par value $.01 per share 02/14/2011 S 5,433 D $116.0098(2) 7,059.9701(1) D
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options (Right to Buy) $86.4 02/14/2011 M 1,414 02/11/2009(3) 02/11/2018 Common Stock 1,414 $0.00(3) 1,156(4) D
Stock Options (Right to Buy) $48.6 02/14/2011 M 2,699 02/11/2010(5) 02/11/2019 Common Stock 2,699 $0.00(5) 2,703(6) D
Stock Options (Right to Buy) $74.2 02/14/2011 M 1,320 02/11/2011(7) 02/11/2020 Common Stock 1,320 $0.00(7) 2,640(8) D
Explanation of Responses:
1. The amount of secuities owned following the reported transaction reflects direct ownership of all shares of common stock, including restricted stock.
2. This transaction was executed in multiple trades at prices ranging from $116.00 to $116.06. 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.
3. 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.
4. Following the reported transaction, the reporting person held a total of 21,585 options to purchase the issuer's common stock granted on various dates and with varying exercise prices and vesting dates.
5. 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.
6. Following the reported transaction, the reporting person held a total of 18,886 options to purchase the issuer's common stock granted on various dates and with varying exercise prices and vesting dates.
7. 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.
8. Following the reported transaction, the reporting person holds a total of 17,566 options to purchase the issuer's common stock granted on various dates and with varying exercise prices and vesting dates.
Remarks:
Catherine T. White, as attorney-in-fact under Power of Attorney dated May 26, 2009 02/15/2011
** 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 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).

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

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