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: Kaufman Ian (Chief Accounting Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-06	Common Shares Of Beneficial Interest	A	4306	—	Acquired	14596.0394	Direct
2014-02-07	Common Shares Of Beneficial Interest	F	319	$56.87	Disposed	14277.0394	Direct

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	5237	Acquired	2024-02-06	Common Shares Of Beneficial Interest (5237)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares Of Beneficial Interest	366.329	Indirect

Footnotes

F1: Represents restricted shares scheduled to vest on February 6, 2017.

F2: Direct total includes restricted shares of the Company scheduled to vest in the future.

F3: Represents the withholding of shares for the payment of tax liability incurred upon the vesting of restricted shares.

F4: Represents shares acquired through profit sharing contributions and dividend reinvestment activity in the reporting person's account with the Equity Residential Advantage 401(k) Retirement Savings Plan, a plan qualified under Section 401(k) of the Internal Revenue Code of 1986, as amended. Such shares represent acquisitions through January 10, 2014.

F5: Represents share options scheduled to vest in approximately three equal installments on February 6, 2015, February 6, 2016 and February 6, 2017.