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: NEITHERCUT DAVID J (Director, President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-01-14	Common Shares Of Beneficial Interest	G	1624	—	Disposed	36213	Indirect
2013-01-14	Common Shares Of Beneficial Interest	G	1624	—	Acquired	107700.753	Indirect
2013-01-14	Common Shares Of Beneficial Interest	G	1624	—	Acquired	109324.753	Indirect
2013-01-14	Common Shares Of Beneficial Interest	G	1624	—	Disposed	36213	Indirect
2013-01-14	Common Shares Of Beneficial Interest	G	51	—	Acquired	1133	Indirect
2013-01-14	Common Shares Of Beneficial Interest	G	51	—	Disposed	36162	Indirect
2013-01-14	Common Shares Of Beneficial Interest	G	51	—	Acquired	1184	Indirect
2013-01-14	Common Shares Of Beneficial Interest	G	51	—	Disposed	36162	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-09-28	Non-qualified Stock Option (Right to Buy)	$42.80	G	125003	Acquired	2016-02-03	Common Shares Of Beneficial Interest (125003)	Indirect
2012-09-28	Non-qualified Stock Option (Right to Buy)	$42.80	G	125003	Disposed	2016-02-03	Common Shares Of Beneficial Interest (125003)	Direct
2012-09-28	Non-qualified Stock Option (Right to Buy)	$53.50	G	90859	Disposed	2017-02-08	Common Shares Of Beneficial Interest (90859)	Direct
2012-09-28	Non-qualified Stock Option (Right to Buy)	$53.50	G	90859	Acquired	2017-02-08	Common Shares Of Beneficial Interest (90859)	Indirect
2012-09-28	Non-qualified Stock Option (Right to Buy)	$38.57	G	125309	Disposed	2018-02-07	Common Shares Of Beneficial Interest (125309)	Direct
2012-09-28	Non-qualified Stock Option (Right to Buy)	$38.57	G	125309	Acquired	2018-02-07	Common Shares Of Beneficial Interest (125309)	Indirect
2012-09-28	Non-qualified Stock Option (Right to Buy)	$23.07	G	340238	Acquired	2019-02-06	Common Shares Of Beneficial Interest (340238)	Indirect
2012-09-28	Non-qualified Stock Option (Right to Buy)	$23.07	G	340238	Disposed	2019-02-06	Common Shares Of Beneficial Interest (340238)	Direct
2012-09-28	Non-qualified Stock Option (Right to Buy)	$32.97	G	201382	Disposed	2020-02-05	Common Shares Of Beneficial Interest (201382)	Direct
2012-09-28	Non-qualified Stock Option (Right to Buy)	$32.97	G	201382	Acquired	2020-02-05	Common Shares Of Beneficial Interest (201382)	Indirect
2012-09-28	Non-qualified Stock Option (Right to Buy)	$53.71	G	171250	Acquired	2021-02-07	Common Shares Of Beneficial Interest (171250)	Indirect
2012-09-28	Non-qualified Stock Option (Right to Buy)	$53.71	G	171250	Disposed	2021-02-07	Common Shares Of Beneficial Interest (171250)	Direct
2012-09-28	Non-qualified Stock Option (Right to Buy)	$53.13	G	435078	Disposed	2021-09-23	Common Shares Of Beneficial Interest (435078)	Direct
2012-09-28	Non-qualified Stock Option (Right to Buy)	$53.13	G	435078	Acquired	2021-09-23	Common Shares Of Beneficial Interest (435078)	Indirect
2012-09-28	Non-qualified Stock Option (Right to Buy)	$60.25	G	235269	Disposed	2022-02-03	Common Shares Of Beneficial Interest (235269)	Direct
2012-09-28	Non-qualified Stock Option (Right to Buy)	$60.25	G	235269	Acquired	2022-02-03	Common Shares Of Beneficial Interest (235269)	Indirect
2013-02-07	Non-qualified Stock Option (Right to Buy)	$54.82	A	144398	Acquired	2023-02-07	Common Shares Of Beneficial Interest (144398)	Direct
2013-02-07	LTIP Units	$	A	62427	Acquired	2023-02-07	Operating Partnership Units (62427)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares Of Beneficial Interest	2400.9011	Indirect
Common Shares Of Beneficial Interest	2874	Indirect
Common Shares Of Beneficial Interest	2038.736	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: 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 shares beneficially owned by a family limited partnership, of which the reporting person is the general partner.

F7: Represents shares owned by Principal Trust Company, as Trustee of the Equity Residential Supplemental Executive Retirement Plan, for the benefit of the reporting person.

F8: Represents share options scheduled to vest in approximately three equal installments on
February 3, 2007, February 3, 2008 and February 3, 2009.

F9: The reporting person transferred these options to a family partnership, of which the reporting person is the general partner.

F10: Represents share options scheduled to vest in approximately three equal installments on February 8, 2008, February 8, 2009 and February 8, 2010.

F11: Represents share options scheduled to vest in approximately three equal installments on February 7, 2009, February 7, 2010 and February 7, 2011.

F12: Represents share options scheduled to vest in approximately three equal installments on February 6, 2010, February 6, 2011 and February 6, 2012.

F13: Represents share options scheduled to vest in approximately three equal installments on February 5, 2011, February 5, 2012 and February 5, 2013.

F14: Represents share options scheduled to vest in approximately three equal installments on February 7, 2012, February 7, 2013 and February 7, 2014.

F15: Represents share options scheduled to vest in three equal installments on February 3, 2013, February 3, 2014 and February 3, 2015.

F16: Represents share options scheduled to vest in approximately three equal installments on February 7, 2014, February 7, 2015 and February 7, 2016.

F17: On February 7, 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 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.

F18: The LTIP Units are scheduled to vest on February 7, 2016.