EQUITY RESIDENTIAL — Director's Dealing 2013

Feb 11, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EQUITY RESIDENTIAL (EQR)
CIK: 0000906107
Period of Report: 2013-02-07

Reporting Person: Kaufman Ian (Chief Accounting Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-02-07	Common Shares Of Beneficial Interest	A	1795	—	Acquired	7062.5332	Direct
2013-02-08	Common Shares Of Beneficial Interest	S	483	$55.5144	Disposed	6579.5332	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-02-07	Non-qualified Stock Option (Right to Buy)	$54.82	A	4156	Acquired	2023-02-07	Common Shares Of Beneficial Interest (4156)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares Of Beneficial Interest	354.416	Indirect

Footnotes

F1: Represents restricted shares scheduled to vest on February 7, 2016.

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

F3: Represents the sale of shares for the payment of tax liability incurred upon the vesting of restricted shares.

F4: The price represents the weighted average price of the shares sold. The shares were sold within a range of $55.51 to $55.5146. 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.

F5: 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 11, 2013.

F6: Represents share options scheduled to vest in approximately three equal installments on February 7, 2014, February 7, 2015 and February 7, 2016.