EQUITY RESIDENTIAL — Director's Dealing 2012

Feb 7, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EQUITY RESIDENTIAL (EQR)
CIK: 0000906107
Period of Report: 2012-02-03

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-12-27	Common Shares Of Beneficial Interest	G	2270	—	Disposed	38097	Indirect
2011-12-27	Common Shares Of Beneficial Interest	G	2270	—	Acquired	103806.753	Indirect
2011-12-27	Common Shares Of Beneficial Interest	G	260	—	Disposed	37837	Indirect
2011-12-27	Common Shares Of Beneficial Interest	G	260	—	Acquired	822	Indirect
2011-12-27	Common Shares Of Beneficial Interest	G	2270	—	Disposed	38097	Indirect
2011-12-27	Common Shares Of Beneficial Interest	G	2270	—	Acquired	106076.753	Indirect
2011-12-27	Common Shares Of Beneficial Interest	G	260	—	Disposed	37837	Indirect
2011-12-27	Common Shares Of Beneficial Interest	G	260	—	Acquired	1082	Indirect
2012-02-03	Common Shares Of Beneficial Interest	M	69210	$31.76	Acquired	69210	Direct
2012-02-03	Common Shares Of Beneficial Interest	S	69210	$60.0279	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-03	Non-qualified Stock Option (Right to Buy)	$60.25	A	235269	Acquired	2022-02-03	Common Shares Of Beneficial Interest (235269)	Direct
2012-02-03	LTIP Units	$	A	33347	Acquired	2015-02-03	Operating Partnership Units (33347)	Direct
2012-02-03	Non-qualified Stock Option (Right to Buy)	$31.76	M	69210	Disposed	2015-02-03	Common Shares Of Beneficial Interest (69210)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares Of Beneficial Interest	2330.1317	Indirect
Common Shares Of Beneficial Interest	2874	Indirect
Common Shares Of Beneficial Interest	86368.792	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: Represents shares beneficially owned by a trust for the benefit of the reporting person's wife. The reporting person is the sole trustee of this trust and, as such, may be deemed the beneficial owner of these shares.

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: The price represents the weighted average price of the shares sold. The shares were sold within a range of $60.01 to $60.10. The reporting person will provide, upon request by the SEC staff, the issuer, or any security holder of the issuer, full information regarding the number of shares sold at each separate price.

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 13, 2012.

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 three equal installments on February 3, 2013, February 3, 2014 and February 3, 2015.

F10: On February 3, 2012, 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 of the Company as part of the Company's annual grant of long-term compensation. LTIP Units are a class of partnership interest that automatically convert into an equal number of limited partnership interests of the Operating Partnership ("OP Units") when the capital account related to the LTIP Units reaches a specified target for federal income tax purposes (provided such target is reached within ten years of issuance). Subject to any vesting requirements of the grant, OP Units 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. The LTIPs reflected in this report also include any OP Units into which such LTIP Units automatically convert.

F11: The LTIP Units are scheduled to vest on February 3, 2015.

F12: Represents share options scheduled to vest in approximately three equal installments on February 3, 2006, February 3, 2007 and February 3, 2008.