CUSIP No. | 053484101 |
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | ||||
STICHTING PENSIOENFONDS ABP | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS) | ||||
(a) o | |||||
(b) x | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
KINGDOM OF THE NETHERLANDS | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER | |||
4,973,666 | |||||
6 | SHARED VOTING POWER | ||||
0 | |||||
7 | SOLE DISPOSITIVE POWER | ||||
4,973,666 | |||||
8 | SHARED DISPOSITIVE POWER | ||||
0 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
4,973,666 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
5.23% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
N/A , CO | |||||
FOOTNOTES | |||||
(a) | Name
of Issuer |
AvalonBay Communities |
(b) | Address
of Issuer’s Principal Executive Offices |
2900 Eisenhower Avenue
Suite 300 Alexandria VA 22314 |
(a) | Name
of Person Filing |
APG Asset Management US Inc. |
(b) | Address
of Principal Business Office or, if none, Residence |
666 Third Ave
2nd floor New York NY 10017 |
(c) | Citizenship |
United States of America |
(d) | Title
of Class of Securities |
Common Stock, par value $0.01 per share |
(e) | CUSIP
Number |
053484101 |
Item
3. | If
this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c),
check whether the person filing is a: |
(a) | o | Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
(b) | o | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
(c) | o |
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
|
(d) | o | Investment
company registered under section 8 of the Investment Company Act of 1940 (15
U.S.C 80a-8). |
(e) | o | An
investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
(f) | x | An
employee benefit plan or endowment fund in accordance with
§240.13d-1(b)(1)(ii)(F); |
(g) | o | A
parent holding company or control person in accordance with §
240.13d-1(b)(1)(ii)(G); |
(h) | o | A
savings associations as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813); |
(i) | o | A
church plan that is excluded from the definition of an investment company under
section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
(j) | o | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). |
(k) | o |
A group, in accordance with § 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify
the type of institution:
|
Item
4. | Ownership. |
(a) |
Amount beneficially owned:
4,973,666 |
(b) |
Percent of class: 5.23 |
(c) | Number
of shares as to which the person has: |
(i) |
Sole power to vote or to direct the vote:
4,973,666 |
(ii) |
Shared power to vote or to direct the vote:
0 |
(iii) |
Sole power to dispose or to direct the disposition of:
4,973,666 |
(iv) |
Shared power to dispose or to direct the disposition of:
0 |
Item
5. | Ownership
of Five Percent or Less of a Class |
Item
6. | Ownership
of More than Five Percent on Behalf of Another Person. |
Item
7. | Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported
on By the Parent Holding Company |
Item
8. | Identification
and Classification of Members of the Group |
Item
9. | Notice
of Dissolution of Group |
Item
10. | Certification |
By signing below I certify that, to the best of my knowledge and belief, the foreign regulatory scheme applicable to APG Asset Management US Inc. is substantially comparable to the regulatory scheme applicable to the functionally equivalent U.S. institution(s). I also undertake to furnish to the Commission staff, upon request, information that would otherwise be disclosed in a Schedule 13D. |
APG Asset Management US Inc | |||
Date:
February 08, 2012 | By:
| /s/ Ludmila Chwazik | |
Name: Ludmila Chwazik | |||
Title: Chief Compliance Officer | |||
Footnotes: | By signing below I certify that, to the best of my knowledge and belief, the foreign regulatory scheme applicable to an employee benefit plan is substantially comparable to the regulatory scheme applicable to the functionally equivalent U.S. institution(s). I also undertake to furnish to the Commission staff, upon request, information that would otherwise be disclosed in a Schedule 13D. |
Attention: | Intentional
misstatements or omissions of fact constitute Federal criminal violations (See
18 U.S.C. 1001) |
(a)
|
the
Grantor is charged with the management and administration of the assets of
Stichting Pensioenfonds ABP (ABP”) and ABP has granted a separate power of
attorney as attached to this document to Grantor for the performance in
the name of ABP of any acts, including acts of disposal, which in the
opinion of Grantor are desirable for the purpose of the management of the
assets of ABP (Assets”). This power of attorney also comprises (but is not
limited to) the performance of any (legal) acts in name of and at the
risks and expense of ABP, including (but not limited to) the performance
of transactions in financial instruments as well as any other (legal) acts
that either arise from the management of the Assets or are necessary of
desirable in connection therewith (such as (but not limited to) giving
instructions to the custodians (bewaarnemers) of the Assets and exercising
controlling rights which are attached to the financial
instruments
|
(b)
|
the
powers of the Grantor include (where appropriate as attorney-in-fact of
and in the name of ABP): to employ, retain, replace or otherwise secure or
enter into agreements or other undertakings with persons or firms in
connection with the management all on such terms and for such
consideration as the Grantor deems advisable and Grantor may in its turn
grant a power of attorney to another person to perform, directly or
indirectly, acts in the name of ABP within the limits of this power of
attorney, whereupon the other person for the application of this power of
attorney will be an authorized person as
well,
|
•
|
the
authority for the Attorney to delegate its authority thereunder in part or
in whole to one or more sub-attorneys by way of a written sub power of
attorney (ondervolmacht); and
|
•
|
the
authority to cancel or postpone the entering into, delivery, signing or
performance of any document, deed, instrument, agreement, notice, letter,
acknowledgement, memorandum, statement and certificate as may be
ancillary, necessary, required or useful in connection with the actions as
referred to above.
|
/s/
E.C.E. Swidersky
|
/s/
H.J.M.T. Hamers
|
||||
Name:
|
E.C.E.
Swidersky
|
Name:
|
H.J.M.T.
Hamers
|
||
Title:
|
Attorney-in-fact
|
Title:
|
Attorney-in
fact
|
||
(gevolmachtigde)
|
(gevolmachtigde)
|
1.
|
The
foundation established under Dutch law: “Stichting Pensioenfonds ABP’
whose seat is in Heerlen, hereinafter referred to as “ABP, duly
represented by:
|
|
•
|
mister
drs. E H T M Nijpels chairman of the Governing
Board of ABP
|
|
•
|
mister
drs. X J den Uyl vice-chairman of the Governing Board of
ABP
|
|
•
|
mister
B.H.J.J.M. Volkers secretary of the Governing Board ot
ABP,
|
2.
|
This
power of attorney is granted for the performance, in the name of ABP, of
any (legal) acts, including acts of disposal, which in the opinion of APG
are desirable for the purpose of the management of the assets of ABP
(‘Assets”). This power of attorney also comprises (but is not limited to)
the performance of any (legal) acts in name of and at the risk and expense
of ABP, including (but not limited to) the performance of transactions in
financial instruments as well as any other (legal) acts that either arise
from the management of the Assets or are necessary of desirable in
connection therewith (such as (but not limited to) giving instructions to
the custodians (bewaarnemers) of the Assets and exercising controlling
rights which are attached to the financial instruments
that form pan of the
Assets).
|
3.
|
This
power of attorney
shall remain effective for an indefinite period of time until it
will be withdrawn in writing by ABP. Such withdrawal will not effect the
validity of legal acts performed while this power of attorney was in
force.
|
4.
|
When
performing acts while exercising this power of attorney,
APG shall be able to act as the counter party of ABP or as the authorized
person of one or more other parties involved in acts referred to in
paragraph 2.
|
5.
|
APG
may grant a power of attorney to another person to perform, directly or
indirectly,
acts in the name of ABP within the limits of this power of attorney,
whereupon the other person for the application of this power of attorney
ill be an authorized person as
well.
|
6.
|
The
relationship between ABP an APG under this power of attorney shall be
governed by Dutch law exclusively.
|
/s/
drs.E.H.T.M. Nijpels
|
|
drs.
E.H.T.M. Nijpels, chariman
|
/s/
drs. X.J. den Uyl
|
|
drs.
X.J. den Uyl, vice-chairman
|
/s/
B.H.J.J.M. Volkers
|
|
B.H.J.J.M.
Volkers, secretary
|