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^*

STOCKERT DAVID P

(Last)

(First)

(Middle)

4401 NORTHSIDE PARKWAY

SUITE 800

(Street)

ATLANTA

30327-3057

(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
X	Officer (give title below)	Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
04/05/2006

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	04/05/2006		A		5⁽¹⁾	A	$0.00	117,627.55⁽²⁾⁽³⁾	D
Common Stock								12,280⁽⁴⁾	I	By spouse

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)
Units in 401(k) plan	⁽²⁾⁽³⁾							⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	Common Stock	⁽²⁾⁽³⁾		2,996.786⁽²⁾⁽³⁾	D

Explanation of Responses:

1. Represents shares granted to the reporting person under the Company's 2003 Incentive Stock Plan for 5 years of service to the Company.

2. The issuer changed record keepers and investment options in the Post Properties, Inc. 401(k) Plan (the "Plan") as of April 1, 2006 (the "Transfer Date"). The changes result in the shares of issuer common stock to be reflected as units rather than actual shares. As a result, holdings in issuer common stock will be reported in terms of units in Table 2 of Form 4 reporting rather than, as in the past, shares in Table 1. The total assets of the issuer stock fund represented by the units is comprised of issuer stock and a small cash balance used to simplify trading activity. Each unit was valued at $10 on the Transfer Date. The unit value will fluctuate based on any fluctuations in the value of the issuer common stock and the daily cash position. Future dividends on the issuer common stock held in the issuer stock fund will be reflected in the unit value.

3. The value of the shares of issuer common stock held by reporting person on the Transfer Date, based upon the closing price of issuer common stock as reported on the NYSE on March 31, 2006, was divided by $10 to determine the number of units attributable to the reporting person after the changes. Thus, 673.435 shares held by reporting person in the Plan on the Transfer Date was converted into 2996.786 units. The number of shares of issuer stock attributable to the reporting person can be determined at any time by first multiplying the number of units in the reporting person's account by the then current unit price and dividing the total by the price of the issuer common stock. The Plan has always been and will continue to be within the definition of "Qualified Plan" as defined in Rule 16b-3(b)(4).

4. Balance reflects 2486 shares of common stock gifted to spouse by reporting person on 02/28/2006.

Remarks:

	/s/ Sherry Cohen, Power of Attorney	04/13/2006
	** 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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