SEC FORM 3

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^*

McLaughlin William M

(Last)

(First)

(Middle)

C/O AVALONBAY COMMUNITIES, INC.

2900 EISENHOWER AVENUE

(Street)

ALEXANDRIA

22314

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/10/2010

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)
	Executive Vice President

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	46,419.34⁽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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Employee Stock Options (Right to Buy)	02/12/2005⁽²⁾	02/12/2014	Common Stock	9,605⁽³⁾	$49.09	D
Employee Stock Options (Right to Buy)	02/11/2006⁽⁴⁾	02/11/2015	Common Stock	12,898⁽³⁾	$67.86	D
Employee Stock Options (Right to Buy)	02/09/2007⁽⁵⁾	02/09/2016	Common Stock	28,399⁽³⁾	$96.19	D
Employee Stock Options (Right to Buy)	02/08/2008⁽⁶⁾	02/08/2017	Common Stock	20,404⁽³⁾	$143.34	D
Employee Stock Options (Right to Buy)	02/11/2009⁽⁷⁾	02/11/2018	Common Stock	22,132⁽³⁾	$86.4	D
Employee Stock Options (Right to Buy)	02/11/2010⁽⁸⁾	02/11/2019	Common Stock	16,107⁽³⁾	$48.6	D
Employee Stock Options (Right to Buy)	02/11/2011⁽⁹⁾	02/11/2020	Common Stock	6,459⁽³⁾	$74.2	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 02/12/2004 and became exercisable in three equal annual installments beginning 02/12/2005.

3. The reporting person holds a total of 116,004 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 02/11/2005 and became exercisable in three equal annual installments beginning 02/11/2006.

5. These options were granted on 02/09/2006 and became exercisable in three equal annual installments beginning 02/09/2007.

6. These options were granted on 02/08/2007 and became exercisable in three equal annual installments beginning 02/08/2008.

7. These options were granted on 02/11/2008 and became exercisable in three equal annual installments beginning 02/11/2009.

8. These options were granted on 02/11/2009 and became exercisable in three equal annual installments beginning 02/11/2010.

9. These options were granted on 02/11/2010 and became exercisable in three equal annual installments beginning 02/11/2011.

Remarks:

	Catherine T. White, as attorney-in-fact under Power of Attorney dated February 22, 2010.	02/22/2010
	** 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.