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: GEORGE ALAN W (Executive Vice President & CIO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-02-05	Common Shares Of Beneficial Interest	F	703	$32.97	Disposed	116620.627	Direct
2010-02-08	Common Shares Of Beneficial Interest	F	4335	$32.44	Disposed	112285.627	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	73588	Acquired	2020-02-05	Common Shares Of Beneficial Interest (73588)	Direct
2010-02-05	LTIP Units	$0	A	13792	Acquired	2020-02-05	Operating Partnership Units (13792)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares Of Beneficial Interest	2511.0501	Indirect
Common Shares Of Beneficial Interest	72031.772	Indirect

Footnotes

F1: Represents the withholding of shares for the payment of tax liability incurred upon the vesting of restricted shares.

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

F3: 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.

F4: Represents shares owned by Principal Trust Company, as Trustee of the Equity Residential Supplemental Executive Retirement Plan, for the benefit of the reporting person.

F5: Represents share options scheduled to vest in approximately three equal installments on February 5, 2011, February 5, 2012 and February 5, 2013.

F6: 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.

F7: The LTIP Units are scheduled to vest on February 5, 2013.