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)

4401 NORTHSIDE PARKWAY, SUITE 100

(Street)

ATLANTA

30327

(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)
11/26/2003

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	11/26/2003		C⁽¹⁾		76,300	A	$0	76,300	I	by JAW Residential Services Partnership
Common Stock	11/26/2003		J⁽²⁾		76,300	D	$0	0	I	by JAW Residential Services Partnership
Common Stock	11/26/2003		C⁽¹⁾		50,800	A	$0	50,800	I	by JAW Vinings Partnership
Common Stock	11/26/2003		J⁽²⁾		50,800	D	$0	0	I	by JAW Vinings Partnership
Common Stock	11/26/2003		C⁽¹⁾		69,500	A	$0	69,500	I	by JAW Summit Partnership
Common Stock	11/26/2003		J⁽²⁾		69,500	D	$0	0	I	by JAW Summit Partnership
Common Stock	11/26/2003		J⁽²⁾		185,627	A	$0	245,627	I	by JA Williams Investments I, LLC
Common Stock	11/26/2003		J⁽²⁾		1,972	A	$0	1,972	I	by JAW Investments, Inc.
Common Stock	11/26/2003		J⁽²⁾		9,001	A	$0	799,660⁽³⁾	D

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	11/26/2003		C			196,600	⁽⁴⁾	⁽⁴⁾	Common Stock	196,600	$0	823,787⁽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 ratio of one partnership unit for one share of common stock.

2. Represents the gift distribution of 196,600 shares of common stock by JAW Residential Services Partnership, JAW Vinings Partnership, and JAW Summit Partnership to their 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 Units are exercisable immediately and have no expiration date.

5. The Reporting Person also 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 three partnerships controlled by the Reporting Person.

Remarks:

	John A. Williams	11/26/2003
	** 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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