EQUITY RESIDENTIAL — Director's Dealing 2013

Mar 18, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EQUITY RESIDENTIAL (EQR)
CIK: 0000906107
Period of Report: 2013-03-14

Reporting Person: TENNISON MARK N (Executive Vice President)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-03-14	Non-qualified Stock Option (Right to Buy)	$56.39	A	15304	Acquired	2023-03-14	Common Shares Of Beneficial Interest (15304)	Direct
2013-03-14	LTIP Units	$	A	2216	Acquired	2023-03-14	Operating Partnership Units (2216)	Direct

Footnotes

F1: Represents share options scheduled to vest in approximately three equal installments on March 14, 2014, March 14, 2015 and March 14, 2016 which is a part of a supplemental grant of long-term compensation in recognition of the reporting person's significant contribution in connection with the closing of the Archstone transaction. If the reporting person is retirement eligible (whether through the Rule of 70 or being age 62 or older) these share options will be forfeited if the reporting person voluntarily leaves the Company prior to or on December 31, 2013.

F2: On March 14, 2013, 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 a supplemental grant of long-term compensation in recognition of the reporting person's significant contribution in connection with the closing of the Archstone transaction. 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.

F3: The LTIP Units are scheduled to vest on March 14, 2016. If the reporting person is retirement eligible (whether through the Rule of 70 or being age 62 or older) these LTIP Units will be forfeited if the reporting person voluntarily leaves the Company prior to or on December 31, 2013.