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*
COHEN SHERRY W

(Last) (First) (Middle)
4401 NORTHSIDE PARKWAY
SUITE 800

(Street)
ATLANTA GA 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)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP and Secretary
3. Date of Earliest Transaction (Month/Day/Year)
02/08/2008
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 02/08/2008 M 5,136 A $38.94 28,710.44(1) D
Common Stock 02/08/2008 F 4,718 D $44.28 23,992.44(1) D
Common Stock 02/08/2008 M 2,211 A $38.94 26,203.44(2) D
Common Stock 02/08/2008 F 2,031 D $44.28 24,172.44(2) D
Common Stock 02/08/2008 M 2,568 A $38.94 26,740.44(3) D
Common Stock 02/08/2008 F 2,359 D $44.28 24,381.44(3) D
Common Stock 400 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Common Stock $38.94 02/08/2008 M 5,136 02/19/1998 02/18/2008 Common Stock 5,136 $0.00 0 D
Common Stock $38.94 02/08/2008 M 2,211 02/19/1998 02/18/2008 Common Stock 2,211 $0.00 0 D
Common Stock $38.94 02/08/2008 M 2,568 02/19/1998 02/18/2008 Common Stock 2,568 $0.00 0 D
Explanation of Responses:
1. Reporting person exercised an option to purchase 5,136 shares in the Company granted on February 19, 1998 with an expiration date of February 18, 2008. The reporting person surrendered 4,718 shares to cover the cost of the option exercise and the tax withholding obligation on the associated gain and held the net shares.
2. Reporting person exercised an option to purchase 2,211 shares in the Company granted on February 19, 1998 with an expiration date of February 18, 2008. The reporting person surrendered 2,031 shares to cover the cost of the option exercise and the tax withholding obligation on the associated gain and held the net shares.
3. Reporting person exercised an option to purchase 2,568 shares in the Company granted on February 19, 1998 with an expiration date of February 18, 2008. The reporting person surrendered 2,359 shares to cover the cost of the option exercise and the tax withholding obligation on the associated gain and held the net shares.
Remarks:
This is form 2 of 2
Sherry W. Cohen 02/12/2008
** 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 Number.