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: STROHM BRUCE C (EVP & General Counsel)

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	57767	Acquired	2020-02-05	Common Shares Of Beneficial Interest (57767)	Direct
2010-02-05	LTIP Units	$0	A	10828	Acquired	2020-02-05	Operating Partnership Units (10828)	Direct

Footnotes

F1: Represents share options scheduled to vest in approximately three equal installments on February 5, 2011, February 5, 2012 and February 5, 2013.

F2: 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.

F3: The LTIP Units are scheduled to vest on February 5, 2013.