X0304 4 2011-12-16 0 0000903127 POST PROPERTIES INC PPS 0001341381 Thayer Stella Ferguson 4401 NORTHSIDE PARKWAY SUITE 800 ATLANTA GA 30327 1 0 0 0 Phantom Stock Units 2011-12-16 4 A 0 323 42.16 A Common Stock 323 13191 D Under the Issuer's amended and restated deferred compensation plan (the "plan"), a director may defer all or a portion of the fees payable to the director during any calendar year for services as a member of the Issuer's board of directors. Distributions from the plan may only be made in the Issuer's stock and the Issuer's stock is the only benchmark investment alternative available under the plan. Effective on December 16, 2011, the Issuer issued a number of shares of stock to a rabbi trust organized in connection with the plan, equal to the number of shares credited to the reporting person's bookkeeping account for compensation deferred under the plan for the quarter ended December 31, 2011. Each unit is equivalent to 1 share. Under the revised terms of the plan, the reporting person may direct the voting of shares held by the rabbi trust equal to the number of phantom shares held in his account. Balance includes 77 shares credited to reporting person's account for dividend reinvestments since the last filed Form 4 reporting phantom units received in connection with the plan. /s/ Sherry W. Cohen, Power of Attorney 2011-12-19