EQUITY RESIDENTIAL — Director's Dealing 2012

Jun 1, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EQUITY RESIDENTIAL (EQR)
CIK: 0000906107
Period of Report: 2012-05-30

Reporting Person: TENNISON MARK N (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-05-30	Common Shares Of Beneficial Interest	C	6390	—	Acquired	17271	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-05-30	LTIP Units	$0	C	6390	Disposed	2019-02-06	Operating Partnership Units (6390)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares Of Beneficial Interest	233.4035	Indirect
Common Shares Of Beneficial Interest	36801.491	Indirect

Footnotes

F1: The reporting person elected to redeem 6,390 units of limited partnership interests ("OP Units") of ERP Operating Limited Partnership, of which Equity Residential (the "Company") is the general partner, in accordance with the terms of such OP units, and as a result of such redemption received an equal number of common shares of the Company.

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 April 13, 2012.

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 a grant made to the reporting person on March 12, 2009, 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 an annual grant of long-term compensation. The 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). If the LTIP Units do convert into OP Units, subject to any vesting requirements, the OP Units may be redeemed 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. Since the capital account related to the LTIP Units reflected in this report reached its specified target for federal income tax purposes, the LTIP Units automatically converted into an equal number of OP Units and such OP Units are no longer subject to any vesting requirements and may be redeemed by the reporting person.