EQUITY RESIDENTIAL — Director's Dealing 2013

May 20, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EQUITY RESIDENTIAL (EQR)
CIK: 0000906107
Period of Report: 2013-05-16

Reporting Person: Parrell Mark J. (Executive Vice President & CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-05-16	Common Shares Of Beneficial Interest	S	8231	$59.4473	Disposed	7624.2558	Direct
2013-05-17	Common Shares Of Beneficial Interest	M	4023	$42.80	Acquired	11647	Direct
2013-05-17	Common Shares Of Beneficial Interest	M	205	$38.57	Acquired	11852	Direct
2013-05-17	Common Shares Of Beneficial Interest	S	4228	$59.76	Disposed	7624	Direct
2013-05-20	Common Shares Of Beneficial Interest	M	4902	$38.57	Acquired	12526	Direct
2013-05-20	Common Shares Of Beneficial Interest	M	10000	$32.97	Acquired	22526	Direct
2013-05-20	Common Shares Of Beneficial Interest	S	14902	$59.9517	Disposed	7624	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-05-17	Non-qualified Stock Option (Right to Buy)	$42.80	M	4023	Disposed	2016-02-03	Common Shares Of Beneficial Interest (4023)	Direct
2013-05-17	Non-qualified Stock Option (Right to Buy)	$38.57	M	205	Disposed	2018-02-07	Common Shares Of Beneficial Interest (205)	Direct
2013-05-20	Non-qualified Stock Option (Right to Buy)	$38.57	M	4902	Disposed	2018-02-07	Common Shares Of Beneficial Interest (4902)	Direct
2013-05-20	Non-qualified Stock Option (Right to Buy)	$32.97	M	10000	Disposed	2020-02-05	Common Shares Of Beneficial Interest (10000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares Of Beneficial Interest	744.3376	Indirect
Common Shares Of Beneficial Interest	21247.429	Indirect

Footnotes

F1: The price represents the weighted average price of the shares sold. The shares were sold within a range of $59.40 to $59.60. 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.

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

F3: The price represents the weighted average price of the shares sold. The shares were sold within a range of $59.90 to $60.00. 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.

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 April 12, 2013.

F5: Represents shares owned by Principal Trust Company, as Trustee of the Equity Residential Supplemental Executive Retirement Plan (the "SERP"), for the benefit of the reporting person. Also includes restricted shares that the reporting person deferred to the SERP upon vesting of the shares.

F6: Represents share options scheduled to vest in three equal installments on February 3, 2007, February 3, 2008 and February 3, 2009.

F7: Represents share options scheduled to vest in approximately three equal installments on February 7, 2009, February 7, 2010 and February 7, 2011.

F8: Represents share options scheduled to vest in approximately three equal installments on February 5, 2011, February 5, 2012 and February 5, 2013.