SEC FORM 4

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^*

WILLIAMS JOHN A

(Last)

(First)

(Middle)

SUITE 400

3625 CUMBERLAND BOULEVARD

(Street)

ATLANTA

30339

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
POST PROPERTIES INC [ PPS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/21/2004

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/21/2004		C⁽¹⁾		60,000	A	$0	60,000	I	by JAW Ashford Partnership
Common Stock	07/21/2004		J⁽²⁾		60,000	D	$0	0	I	by JAW Ashford Partnership
Common Stock	07/21/2004		C⁽²⁾		2,970	A	$0	793,629⁽³⁾	D
Common Stock	07/21/2004		C⁽²⁾		600	A	$0	600	I	by JAW Investments, Inc.
Common Stock	07/21/2004		C⁽²⁾		56,430	A	$0	116,430	I	by JA Williams Investments I, LLC

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Partnership Units	$0	07/21/2004		C			60,000	⁽⁴⁾	⁽⁴⁾	Common Stock	60,000	$0	293,787⁽⁵⁾	I	See note⁽⁶⁾

Explanation of Responses:

1. Represents the conversion of partnership units of Post Apartment Homes, L.P. into shares of common stock of Post Properties, Inc. at a conversion rate of one partnership unit for one share of common stock. The conversion is not deemed an acquisition for purposes of Section 16(b) of the Securities Exchange Act of 1934.

2. Represents the gift distribution of 60,000 shares of common stock by JAW Ashford Partnership to its beneficial owners (the Reporting Person individually, JA Williams Investments I, LLC, and JAW Investments, Inc.) based upon each owner's ownership interest in the distributing partnership.

3. In addition to the beneficial ownership reflected in column 5 of Table I of this Form 4, the Reporting Person also indirectly has 1,406 shares of common stock held by his spouse and 3,191 shares of common stock held in the Reporting Person's 401(k).

4. The partnership units are exercisable immediately and have no expiration date.

5. These partnership units are held by the Reporting Person through partnerships controlled by the Reporting Person. In addition, the Reporting Person directly holds 149,761 partnership units convertible into common stock and options to purchase 413,071 shares of common stock.

6. The partnership units converted by the Reporting Person were held by a partnership controlled by the Reporting Person.

Remarks:

	John A. Williams	07/21/2004
	** 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).
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