EQUITY RESIDENTIAL — Director's Dealing 2013

Jun 28, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EQUITY RESIDENTIAL (EQR)
CIK: 0000906107
Period of Report: 2013-06-26

Reporting Person: TENNISON MARK N (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-06-26	Common Shares Of Beneficial Interest	C	4861	—	Acquired	15742	Direct
2013-06-28	Common Shares Of Beneficial Interest	S	4861	$58.5215	Disposed	10881	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-06-26	LTIP Units	$0	C	4861	Disposed	2021-01-28	Operating Partnership Units (4861)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares Of Beneficial Interest	240.777	Indirect
Common Shares Of Beneficial Interest	33121.342	Indirect

Footnotes

F1: The reporting person elected to redeem 4,861 units of limited partnership interests ("OP Units") of ERP Operating Limited Partnership, of which Equity Residential (the "Company") is the general partner, in accordance with the terms of such OP units, and as a result of such redemption received an equal number of common shares of the Company.

F2: The price represents the weighted average price of the shares sold. The shares were sold within a range of $58.51 to $58.525. 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: 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.

F4: Represents shares owned by Principal Trust Company, as Trustee of the Equity Residential Supplemental Executive Retirement Plan, for the benefit of the reporting person.

F5: On January 28, 2011, the reporting person elected to exchange his previously reported restricted shares for limited partnership interests ("LTIP Units") in ERP Operating Limited Partnership (the "Operating Partnership"), the operating partnership of Equity Residential (the "Company"), on a one-for-one basis. 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.

F6: The LTIP Units vested on February 7, 2011.