EQUITY RESIDENTIAL — Director's Dealing 2014

Dec 4, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EQUITY RESIDENTIAL (EQR)
CIK: 0000906107
Period of Report: 2014-12-02

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-12-02	Common Shares Of Beneficial Interest	M	5607	$53.50	Acquired	278728.3667	Direct
2014-12-02	Common Shares Of Beneficial Interest	S	5607	$71.095	Disposed	273121.3667	Direct
2014-12-02	Common Shares Of Beneficial Interest	M	4599	$38.57	Acquired	277720.3667	Direct
2014-12-02	Common Shares Of Beneficial Interest	S	4599	$71.107	Disposed	273121.3667	Direct
2014-12-02	Common Shares Of Beneficial Interest	M	110957	$38.57	Acquired	384078.3667	Direct
2014-12-02	Common Shares Of Beneficial Interest	S	110957	$71.103	Disposed	273121.3667	Direct
2014-12-03	Common Shares Of Beneficial Interest	M	23850	$38.57	Acquired	296971.3667	Direct
2014-12-03	Common Shares Of Beneficial Interest	S	23850	$71.011	Disposed	273121.3667	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-12-02	Non-qualified Stock Option (Right to Buy)	$53.50	M	5607	Disposed	2017-02-08	Common Shares Of Beneficial Interest (5607)	Direct
2014-12-02	Non-qualified Stock Option (Right to Buy)	$38.57	M	4599	Disposed	2018-02-07	Common Shares Of Beneficial Interest (4599)	Direct
2014-12-02	Non-qualified Stock Option (Right to Buy)	$38.57	M	110957	Disposed	2018-02-07	Common Shares Of Beneficial Interest (110957)	Direct
2014-12-03	Non-qualified Stock Option (Right to Buy)	$38.57	M	23850	Disposed	2018-02-07	Common Shares Of Beneficial Interest (23850)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares Of Beneficial Interest	3472	Indirect
Common Shares Of Beneficial Interest	27500	Indirect
Common Shares Of Beneficial Interest	25015	Indirect
Common Shares Of Beneficial Interest	57187	Indirect

Footnotes

F1: Direct total includes restricted shares of the Company scheduled to vest in the future.

F2: The price represents the weighted average price of the shares sold. The shares were sold within a range of $71.08 to $71.12. 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: The price represents the weighted average price of the shares sold. The shares were sold within a range of $71.08 to $71.13. 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: The price represents the weighted average price of the shares sold. The shares were sold within a range of $71.05 to $71.18. 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.

F5: The price represents the weighted average price of the shares sold. The shares were sold within a range of $71.00 to $71.12. 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.

F6: Represents shares beneficially owned by Mr. Spector as custodian for his minor children. Mr. Spector disclaims beneficial ownership of said shares.

F7: Represents shares beneficially owned by the Concord Lane Trust. Mr. Spector disclaims beneficial ownership of said shares except to the extent of his pecuniary interest therein.

F8: 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.

F9: 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.

F10: Represents share options originally scheduled to vest in three equal installments on February 8, 2008, February 8, 2009 and February 8, 2010. The vesting date of the share options originally scheduled to vest on February 8, 2009 and February 8, 2010 was accelerated to November 3, 2008 due to the retirement of the reporting person as an executive officer of the Company.

F11: Represents share options scheduled to vest in three equal installments on August 7, 2008, February 7, 2009 and February 7, 2010.

F12: Represents share options originally scheduled to vest in approximately three equal installments on February 7, 2009, February 7, 2010 and February 7, 2011. The vesting date for all of the share options was accelerated to November 3, 2008 due to the retirement of the reporting person as an executive of the Company.