EQUITY RESIDENTIAL — Director's Dealing 2014

Oct 31, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EQUITY RESIDENTIAL (EQR)
CIK: 0000906107
Period of Report: 2014-10-30

Reporting Person: ATWOOD CHARLES L (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-10-30	Common Shares Of Beneficial Interest	M	4445	$42.80	Acquired	21060.088	Direct
2014-10-30	Common Shares Of Beneficial Interest	S	4445	$67.48	Disposed	16615.088	Direct
2014-10-30	Common Shares Of Beneficial Interest	M	2998	$53.50	Acquired	19613.088	Direct
2014-10-30	Common Shares Of Beneficial Interest	S	2998	$67.48	Disposed	16615.088	Direct
2014-10-30	Common Shares Of Beneficial Interest	M	4599	$38.57	Acquired	21214.088	Direct
2014-10-30	Common Shares Of Beneficial Interest	S	4599	$67.48	Disposed	16615.088	Direct
2014-10-30	Common Shares Of Beneficial Interest	M	11098	$23.07	Acquired	27713.088	Direct
2014-10-30	Common Shares Of Beneficial Interest	S	11098	$67.338	Disposed	16615.088	Direct
2014-10-30	Common Shares Of Beneficial Interest	M	6070	$32.97	Acquired	22685.088	Direct
2014-10-30	Common Shares Of Beneficial Interest	S	6070	$67.48	Disposed	16615.088	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-10-30	Non-qualified Stock Option (Right to Buy)	$42.80	M	4445	Disposed	2016-02-03	Common Shares Of Beneficial Interest (4445)	Direct
2014-10-30	Non-qualified Stock Option (Right to Buy)	$53.50	M	2998	Disposed	2017-02-08	Common Shares Of Beneficial Interest (2998)	Direct
2014-10-30	Non-qualified Stock Option (Right to Buy)	$38.57	M	4599	Disposed	2018-02-07	Common Shares Of Beneficial Interest (4599)	Direct
2014-10-30	Non-qualified Stock Option (Right to Buy)	$23.07	M	11098	Disposed	2019-02-06	Common Shares Of Beneficial Interest (11098)	Direct
2014-10-30	Non-qualified Stock Option (Right to Buy)	$32.97	M	6070	Disposed	2020-02-05	Common Shares Of Beneficial Interest (6070)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares Of Beneficial Interest	29106.465	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 $67.11 to $67.51. 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 owned by Principal Trust Company, as Trustee of the Equity Residential Supplemental Executive Retirement Plan, for the benefit of the reporting person.

F4: Represents share options scheduled to vest in approximately three equal installments on August 3, 2006, February 3, 2007 and February 3, 2008.

F5: Represents share options scheduled to vest in approximately three equal installments on August 8, 2007, February 8, 2008 and February 8, 2009.

F6: Represents share options scheduled to vest in three equal installments on August 7, 2008, February 7, 2009 and February 7, 2010.

F7: Represents share options scheduled to vest in approximately three equal installments on February 6, 2010, February 6, 2011 and February 6, 2012.

F8: Represents share options scheduled to vest in approximately three equal installments on February 5, 2011, February 5, 2012 and February 5, 2013 (for prospective service from
the June 2010 annual meeting to the June 2011 annual meeting).