EQUITY RESIDENTIAL — Director's Dealing 2011

Feb 9, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EQUITY RESIDENTIAL (EQR)
CIK: 0000906107
Period of Report: 2011-02-07

Reporting Person: STROHM BRUCE C (EVP & General Counsel)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-02-07	LTIP Units	$0	A	7301	Acquired	2021-02-07	Operating Partnership Units (7301)	Direct
2011-02-07	Non-qualified Stock Option (Right to Buy)	$53.71	A	46915	Acquired	2021-02-07	Common Shares Of Beneficial Interest (46915)	Direct

Footnotes

F1: On February 7, 2011, 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 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.

F2: The LTIP Units are scheduled to vest on February 7, 2014.

F3: Represents share options scheduled to vest in approximately three equal installments on February 7, 2012, February 7, 2013 and February 7, 2014.