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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* GODDARD ROBERT C III (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) X Director 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 12/11/2014
	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	12/11/2014		M		15,939(1)	A	(1)	275,315.9566(2)	D
Common Stock	12/11/2014		M		5,139(3)	A	(3)	280,454.9566(2)	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option/Stock Appreciation Right(1)	$40.15	12/11/2014		M			50,000(1)	01/18/2009(4)	01/18/2016	Common Stock	50,000(1)	$0.00	0	D
Stock Option/Stock Appreciation Right(3)	$48	12/11/2014		M			27,690(3)	02/02/2010(4)	02/02/2017	Common Stock	27,690(3)	$0.00	0	D
Phantom Stock	(5)	12/11/2014(5)		A		4,272		(5)	(5)	Common Stock	4,272(5)	$0.00	25,567	D

Explanation of Responses:

1. On January 18, 2006, reporting person received a grant of 50,000 shares under the Amended and Restated Post Properties, Inc. 2003 Incentive Stock Plan ("Plan"). The grant has fully vested. The terms of the grant provided the reporting person with a choice to treat the grant as options having an exercise price of $40.15 or as a stock appreciation right ("SAR"). The reporting person choose to treat 50,000 shares as an SAR on the exercise date. Thus, the computation of the 15,939 shares received was determined as follows: difference between the $58.94 fair market value on the date of exercise and the $40.15 exercise price ($18.79) times 50,000, then dividing that amount by the $58.94 fair market value.

2. The balance includes 1,492 restricted shares that have not vested.

3. On February 2, 2007, reporting person received a grant of 27,690 shares under the Amended and Restated Post Properties, Inc. 2003 Incentive Stock Plan ("Plan"). The grant has fully vested. The terms of the grant provided the reporting person with a choice to treat the grant as options having an exercise price of $48.00 or as a stock appreciation right ("SAR"). The reporting person choose to treat 27,690 shares as an SAR on the exercise date. Thus, the computation of the 5,139 shares received was determined as follows: difference between the $58.94 fair market value on the date of exercise and the $48.00 exercise price ($10.94) times 27,690, then dividing that amount by the $58.94 fair market value.

4. Option/SAR fully vested.

5. To update the balance of phantom stock units held to include 4,272 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.

Remarks:

	/s/ Sherry Cohen, Power of Attorney	12/15/2014
	** 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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