EQUITY RESIDENTIAL — Director's Dealing 2015

Dec 28, 2015

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: EQUITY RESIDENTIAL (EQR)
CIK: 0000906107
Period of Report: 2015-12-17

Reporting Person: Sorenson Christa L (Executive Vice President)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares Of Beneficial Interest	4294	Direct
Common Shares Of Beneficial Interest	184	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Non-qualified Stock Option (Right to Buy)	$32.97	2020-02-05	Common Shares Of Beneficial Interest (2051)		Direct
Non-qualified Stock Option (Right to Buy)	$53.71	2021-02-07	Common Shares Of Beneficial Interest (3884)		Direct
Non-qualified Stock Option (Right to Buy)	$60.25	2022-02-03	Common Shares Of Beneficial Interest (1267)		Direct
Non-qualified Stock Option (Right to Buy)	$54.82	2023-02-07	Common Shares Of Beneficial Interest (4272)		Direct
Non-qualified Stock Option (Right to Buy)	$56.48	2024-02-06	Common Shares Of Beneficial Interest (2006)		Direct
Non-qualified Stock Option (Right to Buy)	$80.27	2025-02-05	Common Shares Of Beneficial Interest (1322)		Direct
Restricted Units	$	2025-02-05	Common Shares Of Beneficial Interest (336)		Direct

Footnotes

F1: Direct total includes restricted shares of the Company scheduled to vest in the future.

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 December 20, 2015.

F3: Represents share options scheduled to vest in three equal installments on February 7, 2014, February 7, 2015 and February 7, 2016.

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

F5: Represents share options scheduled to vest in approximately three equal installments on February 5, 2016, February 5, 2017 and February 5, 2018.

F6: The Restricted Units are scheduled to vest on February 5, 2018.

F7: On February 5, 2015, the reporting person received a grant of restricted limited partnership interests ("Restricted Units") in ERP Operating Limited Partnership (the "Operating Partnership"), the operating partnership of Equity Residential (the "Company") as part of the Company's annual grant of long-term compensation. The reporting person made a payment to the Operating Partnership of $0.50 for each Restricted Unit awarded. Restricted 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 Restricted 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 and certain other restrictions, OP Units are exchangeable 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 Restricted Units reflected in this report also include any OP Units into which such Restricted Units automatically convert.