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 ^*

PAPA CHRISTOPHER J

(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 & Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/04/2014

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)
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	08/04/2014		M		665 ⁽¹⁾	A	⁽¹⁾	30,468 ⁽²⁾	D
Common Stock	08/04/2014		F		222	D	$ 55.17	30,246 ⁽²⁾	D
Common Stock	08/04/2014		M		707 ⁽³⁾	A	⁽³⁾	30,953 ⁽²⁾	D
Common Stock	08/04/2014		F		236	D	$ 55.17	30,717 ⁽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)
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)
Stock Option/Stock Appreciation Right	$ 37.04	08/04/2014		M			2,024 ⁽¹⁾	02/07/2014⁽⁴⁾	02/07/2021	Common Stock	2,024 ⁽¹⁾	$ 0	0	D
Stock Option/Stock Appreciation Right	$ 44.05	08/04/2014		M			3,512 ⁽³⁾	01/25/2013⁽⁵⁾	01/25/2022	Common Stock	3,512 ⁽³⁾	$ 0	1,758	D
Units in 401(k) Plan	⁽⁶⁾ ⁽⁷⁾ ⁽⁸⁾	08/04/2014		I			1,516.0474	⁽⁶⁾⁽⁷⁾⁽⁸⁾	⁽⁶⁾⁽⁷⁾⁽⁸⁾	Common Stock	462.764 ⁽⁶⁾ ⁽⁸⁾	$ 16.8403	0	D

Explanation of Responses:

1. On February 7, 2011, reporting person received a grant of 6,070 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 $37.04 or as a stock appreciation right ("SAR"). The reporting person choose to treat 2,024 shares as an SAR on the exercise date. Thus, the computation of the 665 shares received was determined as follows: difference between the $55.17 fair market value on the date of exercise and the $37.04 exercise price ($18.13) times 2,024, then dividing that amount by the $55.17 fair market value.

2. The balance includes 17,139 restricted shares that have not vested.

3. On January 25, 2012, reporting person received a grant of 5,270 shares under the Amended and Restated Post Properties, Inc. 2003 Incentive Stock Plan ("Plan"). The grant vested one-third on 1/25/2013 and 1/25/2014, the remaining one-third will vest on 1/25/2015. The terms of the grant provided the reporting person with a choice to treat the grant as options having an exercise price of $44.05 or as a stock appreciation right ("SAR"). The reporting person choose to treat 3,512 shares as an SAR on the exercise date. Thus, the computation of the 707 shares received was determined as follows: difference between the $55.17 fair market value on the date of exercise and the $44.05 exercise price ($11.12) times 3,512, then dividing that amount by the $55.17 fair market value.

4. Option/SAR fully vested.

5. Of the 5,270 Option/SAR granted on 01/25/2012, one third vested on 01/25/2013, one third vested on 01/25/2014 and remainder will vest on 01/25/2015.

6. The issuer's outside administrator for the employees 401(k) plan holds issuer stock in a pooled fund as a participant investment option. Participant contributions designated to be invested in issuer common stock are accounted for as units of interest in the issuer fund. Each unit was valued at $16.8403 as of 8/4/2014. The unit value will fluctuate with fluctuations in the value of the issuer common stock and the daily cash position. Dividends on the issuer common stock held in the issuer stock fund are included in the unit value. The number of shares of issuer stock attributable to the reporting person can be determined at any time by first multiplying the number of units in the reporting person's account by the then current unit price and dividing the total by the price of the issuer common stock.

7. The reporting person transferred the portion of his 401(k) account held in the issuer stock fund into a different participant investment option.

8. As of 8/4/2014 and prior to the transaction, the reporting person held an equivalent of 462.7640021 shares in the issuer 401(k) Plan.

	/s/ Sherry Cohen, Power of Attorney	08/06/2014
	** Signature of Reporting Person	Date
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