EQUITY RESIDENTIAL — Director's Dealing 2014

Mar 4, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EQUITY RESIDENTIAL (EQR)
CIK: 0000906107
Period of Report: 2014-02-28

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-28	Common Shares Of Beneficial Interest	A	2178.6492	$45.90	Acquired	4316.3149	Direct
2014-03-04	Common Shares Of Beneficial Interest	M	5000	$42.80	Acquired	9316.3149	Direct
2014-03-04	Common Shares Of Beneficial Interest	S	5000	$59.034	Disposed	4316.3149	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-03-04	Non-qualified Stock Option (Right to Buy)	$42.80	M	5000	Disposed	2016-02-03	Common Shares Of Beneficial Interest (5000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares Of Beneficial Interest	2486.3077	Indirect
Common Shares Of Beneficial Interest	27222.239	Indirect

Footnotes

F1: Represents shares acquired through Equity Residential's Employee Share Purchase Plan.

F2: The price represents the weighted average price of the shares sold. The shares were sold within a range of $59.00 to $59.15. 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 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.

F4: Represents shares owned by Principal Trust Company, as Trustee of the Equity Residential Supplemental Executive Retirement Plan, for the benefit of the reporting person.

F5: Represents share options scheduled to vest in approximately three equal installments on February 3, 2007, February 3, 2008 and February 3, 2009.