Edgar Filing: POST PROPERTIES INC

Ownership Submission

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 OF SECURITIES

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

WILKES THOMAS L

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 President PAM

(Last)

(First)

(Middle)

4401 NORTHSIDE PARKWAY, SUITE 800

3. Date of Earliest Transaction (Month/Day/Year)
04/13/2006

(Street)

ATLANTA, GA 30327-3057

4. If Amendment, Date 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

(City)

(State)

(Zip)

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								65,683.01 ⁽¹⁾ ⁽²⁾	D

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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 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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Units in 401(k) plan

⁽¹⁾ ⁽²⁾

⁽¹⁾⁽²⁾

Common Stock

⁽¹⁾ ⁽²⁾

3,745.915 ⁽¹⁾ ⁽²⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
WILKES THOMAS L 4401 NORTHSIDE PARKWAY SUITE 800 ATLANTA, GA 30327-3057			EVP and President PAM

Signatures

/s/ Sherry Cohen, Power of Attorney		04/13/2006
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	The issuer changed record keepers and investment options in the Post Properties, Inc. 401(k) Plan (the "Plan") as of April 1, 2006 (the "Transfer Date"). The changes result in the shares of issuer common stock to be reflected as units rather than actual shares. As a result, holdings in issuer common stock will be reported in terms of units in Table 2 of Form 4 reporting rather than, as in the past, shares in Table 1. The total assets of the issuer stock fund represented by the units is comprised of issuer stock and a small cash balance used to simplify trading activity. Each unit was valued at $10 on the Transfer Date. The unit value will fluctuate based on any fluctuations in the value of the issuer common stock and the daily cash position. Future dividends on the issuer common stock held in the issuer stock fund will be reflected in the unit value.
(2)	The value of the shares of issuer common stock held by reporting person on the Transfer Date, based upon the closing price of issuer common stock as reported on the NYSE on March 31, 2006, was divided by $10 to determine the number of units attributable to the reporting person after the changes. Thus, 841.7786 shares held by reporting person in the Plan on the Transfer Date was converted into 3745.915 units. 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. The Plan has always been and will continue to be within the definition of "Qualified Plan" as defined in Rule 16b-3(b)(4).

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