Sec Form 4 Filing - COHEN SHERRY W @ POST PROPERTIES INC - 2014-08-04

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person COHEN SHERRY W 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 (Last) (First) (Middle) 4401 NORTHSIDE PARKWAY, SUITE 800 3. Date of Earliest Transaction (MM/DD/YY) 08/04/2014 (Street) ATLANTA, GA30327-3057 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 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 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 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 ( 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other COHEN SHERRY W 4401 NORTHSIDE PARKWAY SUITE 800 ATLANTA, GA30327-3057 EVP and Secretary Signatures /s/ Sherry Cohen 08/06/2014 Signature of Reporting Person Date

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.

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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