EQUITY RESIDENTIAL — Director's Dealing 2012

Feb 13, 2012

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: EQUITY RESIDENTIAL (EQR)
CIK: 0000906107
Period of Report: 2011-12-31

Reporting Person: SPECTOR GERALD A (Director, Vice Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-09-07	Common Shares Of Beneficial Interest	G	3538	—	Disposed	267593.3163	Direct
2011-09-07	Common Shares Of Beneficial Interest	G	3538	—	Acquired	71132	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares Of Beneficial Interest	3472	Indirect
Common Shares Of Beneficial Interest	25015	Indirect
Common Shares Of Beneficial Interest	9581	Indirect

Footnotes

F1: Direct total includes restricted shares of the Company scheduled to vest in the future.

F2: Represents shares beneficially owned by Mr. Spector's spouse. Mr. Spector disclaims beneficial ownership of said shares except to the extent of his pecuniary interest therein.

F3: Represents shares beneficially owned by Mr. Spector as custodian for his minor children. Mr. Spector disclaims beneficial ownership of said shares.

F4: Represents shares held by the Spector Family Dynasty Trust (the "SFDT"). Mr. Spector is the sole trustee of the SFDT and, as such, may be deemed the beneficial owner of the shares reported herein.

F5: Represents shares owned by Principal Trust Company, as Trustee of the Equity Residential Supplemental Executive Retirement Plan, for the benefit of the reporting person.