EQUITY RESIDENTIAL — Director's Dealing 2010

Feb 9, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EQUITY RESIDENTIAL (EQR)
CIK: 0000906107
Period of Report: 2010-02-05

Reporting Person: NEITHERCUT DAVID J (Director, President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-12-24	Common Shares Of Beneficial Interest	G	1050	—	Disposed	21180	Indirect
2009-12-24	Common Shares Of Beneficial Interest	G	1050	—	Acquired	190229	Direct
2009-12-24	Common Shares Of Beneficial Interest	G	1050	—	Disposed	21180	Indirect
2009-12-24	Common Shares Of Beneficial Interest	G	1050	—	Acquired	191279	Direct
2009-12-29	Common Shares Of Beneficial Interest	G	78	—	Disposed	191201	Direct
2009-12-29	Common Shares Of Beneficial Interest	G	78	—	Acquired	21258	Indirect
2009-12-29	Common Shares Of Beneficial Interest	G	78	—	Disposed	191123	Direct
2009-12-29	Common Shares Of Beneficial Interest	G	78	—	Acquired	21258	Indirect
2009-12-31	Common Shares Of Beneficial Interest	G	512	—	Disposed	190611	Direct
2009-12-31	Common Shares Of Beneficial Interest	G	512	—	Acquired	514	Indirect
2010-01-11	Common Shares Of Beneficial Interest	G	512	—	Disposed	2	Indirect
2010-01-11	Common Shares Of Beneficial Interest	G	512	—	Acquired	191123	Direct
2010-02-05	Common Shares Of Beneficial Interest	F	1095	$32.97	Disposed	190028	Direct
2010-02-08	Common Shares Of Beneficial Interest	F	9949	$32.44	Disposed	180079	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-02-05	Non-qualified Stock Option (Right to Buy)	$32.97	A	201382	Acquired	2020-02-05	Common Shares Of Beneficial Interest (201382)	Direct
2010-02-05	LTIP Units	$0	A	37747	Acquired	2020-02-05	Operating Partnership Units (37747)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares Of Beneficial Interest	2194.9218	Indirect
Common Shares Of Beneficial Interest	2874	Indirect
Common Shares Of Beneficial Interest	147648.087	Indirect

Footnotes

F1: Represents shares beneficially owned by a trust for the benefit of the reporting person's daughter. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report is not an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.

F2: Direct total includes restricted shares of the Company scheduled to vest in the future.

F3: Represents shares beneficially owned by a trust for the benefit of the reporting person's son. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report is not an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.

F4: Represents shares beneficially owned by a trust for the benefit of the reporting person's wife. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report is not an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.

F5: Represents the withholding of shares for the payment of tax liability incurred upon the vesting of restricted shares.

F6: Represents shares acquired through profit sharing contributions and dividend reinvestment activity in the reporting person's account with the Equity Residential Advantage 401(k) Retirement Savings Plan, a plan qualified under Section 401(k) of the Internal Revenue Code of 1986, as amended. Such shares represent acquisitions through January 8, 2010.

F7: Represents shares beneficially owned by a family limited partnership, of which the reporting person is the general partner.

F8: Represents shares owned by Principal Trust Company, as Trustee of the Equity Residential Supplemental Executive Retirement Plan, for the benefit of the reporting person.

F9: Represents share options scheduled to vest in approximately three equal installments on February 5, 2011, February 5, 2012 and February 5, 2013.

F10: On February 5, 2010, the reporting person received a grant of restricted limited partnership interests ("LTIP Units") in ERP Operating Limited Partnership (the "Operating Partnership"), the operating partnership of Equity Residential (the "Company"), in lieu of restricted shares as part of the annual grant of long-term compensation. The reporting person made a payment to the Operating Partnership of $0.50 for each LTIP Unit awarded. The LTIP Units are a class of units of the Operating Partnership that, conditioned upon minimum allocations to the capital accounts of the LTIP Units for federal income tax purposes, are convertible by the holder into an equivalent number of OP Units of the Operating Partnership, which, subject to vesting, are redeemable by the holder for common shares of the Company on a one-for-one basis or the cash value of such shares, at the Company's option.

F11: The LTIP Units are scheduled to vest on February 5, 2013.