EQUITY RESIDENTIAL — Director's Dealing 2014

Feb 10, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EQUITY RESIDENTIAL (EQR)
CIK: 0000906107
Period of Report: 2014-02-06

Reporting Person: STROHM BRUCE C (EVP & General Counsel)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-02-06	Non-qualified Stock Option (Right to Buy)	$56.48	A	26727	Acquired	2024-02-06	Common Shares Of Beneficial Interest (26727)	Direct
2014-02-06	LTIP Units	$	A	12947	Acquired	2024-02-06	Operating Partnership Units (12947)	Direct
2014-02-06	LTIP Units	$	A	4426	Acquired	2024-02-06	Operating Partnership Units (4426)	Direct

Footnotes

F1: Represents share options scheduled to vest in three equal installments on February 6, 2015, February 6, 2016 and February 6, 2017.

F2: On February 6, 2014, the reporting person received a grant of restricted limited partnership interests ("LTIP Units") in ERP Operating Limited Partnership (the "Operating Partnership"), the operating partnership of Equity Residential (the "Company"), in lieu of restricted shares of the Company as part of the Company's annual grant of long-term compensation. 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.

F3: The LTIP Units are scheduled to vest on February 6, 2017.