Keri A. Shea - 11 Feb 2016 Form 4 Insider Report for AVALONBAY COMMUNITIES INC (AVB)

Footnote F1

Reflects the grant of shares of common stock under the Company's 2009 Equity Incentive Plan (the "2009 Plan") to the reporting person's spouse, an employee of the issuer ("Spouse").

Footnote F2

Reflects withholding of shares by the Company to cover tax withholding obligations on the vesting of restricted stock and performance share unit awards that were awarded to Spouse under the 2009 Plan.

Footnote F3

The reported sale was a sale of shares acquired by Spouse through the Company's employee stock purchase plan ("ESPP"). Purchases of shares through the ESPP and the Company's dividend reinvestment program are not itemized above and the number of shares owned following each transaction does not reflect the holding of such acquired shares, with the exception of the number of securities beneficially owned following the transaction reported on March 1, 2024, which includes 257.8859 of such shares held as of the date hereof.

Footnote F4

These transactions relate to the issuance of shares of common stock to Spouse under the 2009 Plan. Of the shares issued on February 25, 2021, 78 shares were unrestricted shares issued upon settlement of performance-based share units. On August 5, 2021, Spouse subsequently sold 21 of these unrestricted shares, which caused the issuance of such 21 shares to be matchable under Section 16(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), against a sale by the reporting person on August 6, 2021, at a greater price per share of $229.52, which sale was previously reported. The reporting person has voluntarily disgorged to the issuer the full amount of the resulting statutory profit calculated pursuant to Section 16(b) of the Exchange Act. The remaining 279 shares sold by Spouse on August 5, 2021, were acquired from the Company under the 2009 Plan or the ESPP and were held for more than six months and the acquisition was therefore exempt under Rule 16b-3(d)(3).

Footnote F5

This transaction relates to the issuance of shares of common stock to Spouse under the 2009 Plan. Of the shares issued on February 13, 2024, 232 shares were unrestricted shares issued upon settlement of performance-based share units. On August 6, 2024, as previously reported, Spouse subsequently sold 162 of these unrestricted shares, which caused the issuance of such 162 shares to be matchable under Section 16(b) of the Exchange Act against a sale by the reporting person also on August 6, 2024, at a greater price per share of $207.33, which sale was also previously reported. The reporting person has voluntarily disgorged to the issuer the full amount of the resulting statutory profit calculated pursuant to Section 16(b) of the Exchange Act. The remaining 699 shares sold by Spouse on August 6, 2024, were acquired from the Company under the 2009 Plan or the ESPP and were held for more than six months and the acquisition was therefore exempt under Rule 16b-3(d)(3).

Footnote F6

The amount of securities owned following the reported transaction reflects deemed indirect ownership of all shares of common stock, including restricted shares, held by Spouse as of the date hereof. The amount includes the aggregate number of shares now owned that were originally acquired by Spouse through the ESPP (including shares held in the ESPP and acquired through participation in the Company's dividend reinvestment program) from 2012 through the date hereof and reflects the impact of the sale of 861 shares of common stock by Spouse on August 6, 2024. The reporting person disclaims beneficial ownership of shares held by Spouse.