EQUITY RESIDENTIAL — Director's Dealing 2014

Jan 10, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EQUITY RESIDENTIAL (EQR)
CIK: 0000906107
Period of Report: 2014-01-08

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-01-08	Common Shares Of Beneficial Interest	M	359518	$29.25	Acquired	3673981.4731	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-01-08	Non-qualified Stock Option (Right to Buy)	$29.25	M	359518	Disposed	2014-01-27	Common Shares Of Beneficial Interest (359518)	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	31231.2733	Indirect
Common Shares Of Beneficial Interest	661716.363	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: Direct total includes restricted shares of the Company scheduled to vest in the future.

F2: 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.

F3: 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.

F4: 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. Included with these shares are 2137.6657 shares that were previously reported as being directly held.

F5: Represents shares owned by Principal Trust Company, as Trustee of the Equity Residential Supplemental Executive Retirement Plan, for the benefit of the reporting person.

F6: 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.

F7: 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.

F8: 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.

F9: 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.

F10: Represents share options scheduled to vest in approximately three equal installments on January 27, 2005, January 27, 2006 and January 27, 2007.