EQUITY RESIDENTIAL — Director's Dealing 2015

Dec 21, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EQUITY RESIDENTIAL (EQR)
CIK: 0000906107
Period of Report: 2015-12-18

Reporting Person: SPECTOR GERALD A (Director, Vice Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-12-18	Common Shares Of Beneficial Interest	M	88250	$53.50	Acquired	113265	Indirect
2015-12-18	Common Shares Of Beneficial Interest	S	88250	$79.91	Disposed	25015	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-12-18	Non-qualified Stock Option (Right to Buy)	$53.50	M	88250	Disposed	2017-02-08	Common Shares Of Beneficial Interest (88250)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares Of Beneficial Interest	273707.0671	Direct
Common Shares Of Beneficial Interest	27500	Indirect
Common Shares Of Beneficial Interest	57187	Indirect

Footnotes

F1: Represents shares held by the Spector Family Dynasty Trust (the "SFDT"). Mr. Spector is the sole trustee of the SFDT and, as such, may be deemed the beneficial owner of the shares reported herein.

F2: Represents shares beneficially owned by the Concord Lane Trust. Mr. Spector disclaims beneficial ownership of said shares except to the extent of his pecuniary interest therein.

F3: Represents shares beneficially owned by Mr. Spector's spouse. Mr. Spector disclaims beneficial ownership of said shares except to the extent of his pecuniary interest therein.

F4: Represents share options originally scheduled to vest in approximately three equal installments on February 8, 2008, February 8, 2009 and February 8, 2010. The vesting date of the share options originally scheduled to vest on February 8, 2009 and February 8, 2010 was accelerated to November 3, 2008 due to the retirement of the reporting person as an executive officer of the Company.

F5: The share option grant reported on this line is held by the Spector Family Dynasty Trust (the "SFDT"). Mr. Spector is the sole trustee of the SFDT and, as such, may be deemed the beneficial owner of the share option grant.