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)
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		S		9,702	D	$ 54.3963 ⁽¹⁾	10,759 ⁽²⁾	D
Common Stock	08/05/2014		S		425 ⁽³⁾	D	$ 54.9501	0	I	By Spouse
Common Stock	08/06/2014		M		1,032 ⁽⁴⁾	A	⁽⁴⁾	11,791 ⁽²⁾	D
Common Stock	08/06/2014		F		344	D	$ 54.76	11,447 ⁽²⁾	D
Common Stock	08/06/2014		M		387 ⁽⁵⁾	A	⁽⁵⁾	11,834 ⁽²⁾	D
Common Stock	08/06/2014		F		129	D	$ 54.76	11,705 ⁽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 ⁽⁴⁾	$ 37.04	08/06/2014		M			3,190 ⁽⁴⁾	02/07/2014⁽⁶⁾	02/07/2021	Common Stock	3,190 ⁽⁴⁾	$ 0	0	D
Stock Option/Stock Appreciation Right ⁽⁵⁾	$ 44.05	08/06/2014		M			1,980 ⁽⁵⁾	01/25/2013⁽⁷⁾	01/25/2022	Common Stock	1,980 ⁽⁵⁾	$ 0	990	D

Explanation of Responses:

1. The price shown is the weighted average price at which shares were sold in multiple sales transactions made pursuant to a single market order. The range of prices for the transactions made was $54.30 to $54.42. Upon request by SEC staff, the issuer or a security holder of the issuer, the reporting person will provide full information regarding the number of shares sold at each separate price.

2. The balance includes 10,759 restricted shares that have not vested.

3. The shares disposed of were held in the IRA account of the spouse of the reporting person and had been erroneously reported in previously filed Form 4's as 400 shares rather than the actual number of 425 shares.

4. On February 7, 2011, reporting person received a grant of 3,190 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 3,190 shares as an SAR on the exercise date. Thus, the computation of the 1,032 shares received was determined as follows: difference between the $54.76 fair market value on the date of exercise and the $37.04 exercise price ($17.72) times 3,190, then dividing that amount by the $54.76 fair market value.

5. On January 25, 2012, reporting person received a grant of 2,970 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 $44.05 or as a stock appreciation right ("SAR"). The reporting person choose to treat 1,980 shares as an SAR on the exercise date. Thus, the computation of the 387 shares received was determined as follows: difference between the $54.76 fair market value on the date of exercise and the $44.05 exercise price ($10.71) times 1,980, then dividing that amount by the $54.76 fair market value.

6. Option/SAR fully vested.

7. Of the 2,970 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.

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