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^*

COHEN SHERRY W

(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)

	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)
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	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)
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)
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.