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: Powers John (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-02-08	Common Shares Of Beneficial Interest	S	1477	$55.5124	Disposed	8067.4199	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	20368	Acquired	2023-02-07	Common Shares Of Beneficial Interest (20368)	Direct
2013-02-07	LTIP Units	$	A	2934	Acquired	2023-02-07	Operating Partnership Units (2934)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares Of Beneficial Interest	276.3818	Indirect
Common Shares Of Beneficial Interest	11299.72	Indirect

Footnotes

F1: Represents the sale of shares for the payment of tax liability incurred upon the vesting of restricted shares.

F2: The price represents the weighted average price of the shares sold. The shares were sold within a range of $55.51 to $55.513. 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.

F3: Direct total includes restricted shares of the Company scheduled to vest in the future.

F4: 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.

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.

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

F7: 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.

F8: The LTIP Units are scheduled to vest on February 7, 2016.