EQUITY RESIDENTIAL — Director's Dealing 2014

May 13, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EQUITY RESIDENTIAL (EQR)
CIK: 0000906107
Period of Report: 2014-05-12

Reporting Person: Parrell Mark J. (Executive Vice President & CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-05-12	Common Shares Of Beneficial Interest	S	7217.856	$62.30	Disposed	7217.858	Indirect
2014-05-12	Common Shares Of Beneficial Interest	M	18512	$32.97	Acquired	18512	Direct
2014-05-12	Common Shares Of Beneficial Interest	S	18512	$61.8337	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-05-12	Non-qualified Stock Option (Right to Buy)	$32.97	M	18512	Disposed	2020-02-05	Common Shares Of Beneficial Interest (18512)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares Of Beneficial Interest	770.689	Indirect

Footnotes

F1: Represents shares owned by Principal Trust Company, as Trustee of the Equity Residential Supplemental Executive Retirement Plan (the "SERP"), for the benefit of the reporting person. Also includes restricted shares that the reporting person deferred to the SERP upon vesting of the shares.

F2: The price represents the weighted average price of the shares purchased. The shares were purchased within a range of $61.67 to $61.96. 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 purchased 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 April 11, 2014.

F4: Represents share options scheduled to vest in approximately three equal installments on February 5, 2011, February 5, 2012 and February 5, 2013.