EQUITY RESIDENTIAL — Director's Dealing 2014

Aug 4, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EQUITY RESIDENTIAL (EQR)
CIK: 0000906107
Period of Report: 2014-07-31

Reporting Person: ZELL SAMUEL (Director, Chairman of the Board)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-07-31	Common Shares Of Beneficial Interest	S	661995	$64.9159	Disposed	3027215.4731	Direct
2014-07-31	Common Shares Of Beneficial Interest	S	338005	$65.6686	Disposed	2689210.4731	Direct
2014-08-01	Common Shares Of Beneficial Interest	S	875000	$64.5901	Disposed	1814210.4731	Direct
2014-08-04	Common Shares Of Beneficial Interest	S	125000	$64.0358	Disposed	1689210.4731	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares Of Beneficial Interest	600	Indirect
Common Shares Of Beneficial Interest	1206968	Indirect
Common Shares Of Beneficial Interest	33409.9225	Indirect
Common Shares Of Beneficial Interest	689643.363	Indirect
Common Shares Of Beneficial Interest	1246	Indirect
Common Shares Of Beneficial Interest	1246	Indirect
Common Shares Of Beneficial Interest	1246	Indirect
Common Shares Of Beneficial Interest	154480	Indirect

Footnotes

F1: The price represents the weighted average price of the shares sold. The shares were sold within an inclusive range of $64.65 to $65.23. 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 an inclusive range of $65.24 to $66.23. 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 an inclusive range of $64.11 to $65.00. 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.

F5: The price represents the weighted average price of the shares sold. The shares were sold within an inclusive range of $63.85 to $64.225. 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: Shares reported herein are beneficially owned by the Helen Zell Revocable Trust ("HZRT"). Mr. Zell's spouse, Helen Zell, is the trustee of HZRT. Mr. Zell disclaims beneficial ownership of the shares reported as beneficially owned by him except to the extent of his pecuniary interest therein.

F7: Shares reported herein are beneficially owned by Samstock, L.L.C. ("Samstock"). The sole member of Samstock is SZ Investments, L.L.C. ("SZ"). The managing member of SZ is Chai Trust Company, LLC ("Chai Trust"). Mr. Zell is not an officer or director of Chai Trust and does not have voting or dispositive power over such shares. Mr. Zell disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

F8: Shares reported herein are owned by the Samuel Zell Revocable Trust. Mr. Zell is sole trustee and beneficiary of the Samuel Zell Revocable Trust, and, as such, he may be deemed the beneficial owner of the shares reported herein.

F9: Represents shares owned by Principal Trust Company, as Trustee of the Equity Residential Supplemental Executive Retirement Plan, for the benefit of the reporting person.

F10: Shares reported herein are beneficially owned by the SZ JoAnn Trust ("SZJT"), of which Chai Trust Company, LLC ("Chai Trust") is the trustee. Mr. Zell is not an officer or director of Chai Trust and does not have voting or dispositive power over such shares. Mr. Zell is a beneficiary of SZJT and, as such, Mr. Zell may be deemed the beneficial owner of the shares reported herein.

F11: Shares reported herein are beneficially owned by the SZ Kellie Trust ("SZKT"), of which Chai Trust Company, LLC ("Chai Trust") is the trustee. Mr. Zell is not an officer or director of Chai Trust and does not have voting or dispositive power over such shares. Mr. Zell is a beneficiary of the SZKT and, as such, Mr. Zell may be deemed the beneficial owner of the shares reported herein.

F12: Shares reported herein are beneficially owned by the SZ Matthew Trust ("SZMT"), of which Chai Trust Company, LLC ("Chai Trust") is the trustee. Mr. Zell is not an officer or director of Chai Trust and does not have voting or dispositive power over such shares. Mr. Zell is a beneficiary of the SZMT and, as such, Mr. Zell may be deemed the beneficial owner of the shares reported herein.

F13: Shares reported herein are beneficially owned by the Zell Family Foundation ("Foundation"). Mr. Zell is a director of the Foundation, and does not have a pecuniary interest in such shares.