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
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

NAUGHTON TIMOTHY J
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)
Chairman & CEO
(Last)          (First)          (Middle)

C/O AVALONBAY COMMUNITIES, INC., BALLSTON TOWER, 671 N. GLEBE ROAD
3. Date of Earliest Transaction (MM/DD/YYYY)

8/6/2015
(Street)

ARLINGTON, VA 22203
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   8/6/2015     M    9700   A $96.19   140003.5829   (1) D    
Common Stock, par value $.01 per share   8/6/2015     M    1039   A $96.19   141042.5829   (1) D    
Common Stock, par value $.01 per share   8/6/2015     S    9700   D $172.5466   (2) 131342.5829   (1) D    
Common Stock, par value $.01 per share   8/6/2015     F    578   D $172.77   130764.5829   (1) D    
Common Stock, par value $.01 per share   8/7/2015     M    26664   A $48.60   157428.5829   (1) D    
Common Stock, par value $.01 per share   8/7/2015     M    2060   A $48.60   159488.5829   (1) D    
Common Stock, par value $.01 per share   8/7/2015     S    26664   D $173.2459   (3) 132824.5829   (1) D    
Common Stock, par value $.01 per share   8/7/2015     F    575   D $173.85   132249.5829   (1) D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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
Employee Stock Options (Right to Buy)   $96.19   8/6/2015     M         9700    2/9/2007   (4) 2/9/2016   Common Stock   9700   $0.00   (4) 1039   D    
Employee Stock Options (Right to Buy)   $96.19   8/6/2015     M         1039    2/9/2007   (4) 2/9/2016   Common Stock   1039   $0.00   (4) 0   D    
Employee Stock Options (Right to Buy)   $48.60   8/7/2015     M         26664    2/11/2010   (5) 2/11/2019   Common Stock   26664   $0.00   (5) 2060   D    
Employee Stock Options (Right to Buy)   $48.60   8/7/2015     M         2060    2/11/2010   (5) 2/11/2019   Common Stock   2060   $0.00   (5) 0   (6) D    

Explanation of Responses:
( 1)  The amount of securities owned following the reported transaction reflects direct ownership of all shares of common stock, including restricted shares.
( 2)  This transaction was executed in multiple trades at prices ranging from $172.500 to $172.795. 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)  This transaction was executed in multiple trades at prices ranging from $173.00 to $173.61. 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)  The options exercised were included in options granted under the issuer's stock option and incentive plan on February 09, 2006, which become exercisable in three annual installments beginning on February 09, 2007.
( 5)  The options exercised were included in options granted under the issuer's stock option and incentive plan on February 11, 2009, which become exercisable in three annual installments beginning on February 11, 2010.
( 6)  Following the reported transaction, the reporting person holds a total of 203,000 options to purchase the issuer's common stock granted on various dates and with varying exercise prices and vesting dates.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
NAUGHTON TIMOTHY J
C/O AVALONBAY COMMUNITIES, INC.
BALLSTON TOWER, 671 N. GLEBE ROAD
ARLINGTON, VA 22203
X
Chairman & CEO

Signatures
Catherine T. White, as attorney-in-fact under Power of Attorney dated January 29, 2009 8/10/2015
** 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.
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.
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