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: Powers John (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-07	Common Shares Of Beneficial Interest	F	814	$56.87	Disposed	4448.4199	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	8271	Acquired	2024-02-06	Common Shares Of Beneficial Interest (8271)	Direct
2014-02-06	LTIP Units	$	A	4005	Acquired	2024-02-06	Operating Partnership Units (4005)	Direct
2014-02-06	LTIP Units	$	A	3098	Acquired	2024-02-06	Operating Partnership Units (3098)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares Of Beneficial Interest	285.6717	Indirect
Common Shares Of Beneficial Interest	11299.72	Indirect

Footnotes

F1: Represents the withholding of shares for the payment of tax liability incurred upon the vesting of restricted shares.

F2: 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.

F3: Represents shares owned by Principal Trust Company, as Trustee of the Equity Residential Supplemental Executive Retirement Plan, for the benefit of the reporting person.

F4: Represents share options scheduled to vest in three equal installments on February 6, 2015, February 6, 2016 and February 6, 2017.

F5: 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.

F6: The LTIP Units are scheduled to vest on February 6, 2017.