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EQUITY RESIDENTIAL Director's Dealing 2013

May 20, 2013

30212_dirs_2013-05-20_6d8f5ccd-ac0d-4726-b236-efa77863c914.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EQUITY RESIDENTIAL (EQR)
CIK: 0000906107
Period of Report: 2013-05-20

Reporting Person: SPECTOR GERALD A (Director, Vice Chairman)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2013-05-20 Common Shares Of Beneficial Interest M 88447 $31.76 Acquired 113462 Indirect
2013-05-20 Common Shares Of Beneficial Interest S 88447 $60.0182 Disposed 25015 Indirect

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2013-05-20 Non-qualified Stock Option (Right to Buy) $31.76 M 88447 Disposed 2015-02-03 Common Shares Of Beneficial Interest (88447) Indirect

Holdings (Non-Derivative)

Security Shares Ownership
Common Shares Of Beneficial Interest 282191.4625 Direct
Common Shares Of Beneficial Interest 3472 Indirect
Common Shares Of Beneficial Interest 71132 Indirect

Footnotes

F1: Represents shares held by the Spector Family Dynasty Trust (the "SFDT"). Mr. Spector is the sole trustee of the SFDT and, as such, may be deemed the beneficial owner of the shares reported herein.

F2: The price represents the weighted average price of the shares sold. The shares were sold within a range of $60.00 to $60.12. 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 beneficially owned by Mr. Spector as custodian for his minor children. Mr. Spector disclaims beneficial ownership of said shares.

F5: Represents shares beneficially owned by Mr. Spector's spouse. Mr. Spector disclaims beneficial ownership of said shares except to the extent of his pecuniary interest therein.

F6: Represents share options scheduled to vest in approximately three equal installments on February 3, 2006, February 3, 2007 and February 3, 2008.

F7: The share options reported on this line are held by the Spector Family Dynasty Trust (the "SFDT"). Mr. Spector is the sole trustee of the SFDT and, as such, may be deemed the beneficial owner of these share options.