EQUITY RESIDENTIAL — Director's Dealing 2015

Jun 26, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EQUITY RESIDENTIAL (EQR)
CIK: 0000906107
Period of Report: 2015-06-24

Reporting Person: HABEN MARY KAY (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-06-24	Common Shares Of Beneficial Interest	A	1261	—	Acquired	6736.167	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-06-24	Restricted Units	$	A	420	Acquired	2025-06-24	Common Shares Of Beneficial Interest (420)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares Of Beneficial Interest	2797	Direct

Footnotes

F1: Represents restricted shares granted for prospective service from the 2015 Annual Meeting of Shareholders to the 2016 Annual Meeting of Shareholders which are scheduled to vest on June 24, 2016.

F2: Direct total includes restricted shares of the Company scheduled to vest in the future.

F3: 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.

F4: On June 24, 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"), in connection with the Company's annual grant of long-term compensation for prospective service from the 2015 Annual Meeting of Shareholders to the 2016 Annual Meeting of Shareholders. 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 the 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.

F5: The Restricted Units are scheduled to vest on June 24, 2016. In addition, the Restricted Units (including any OP Units into which they may automatically convert) are subject to a holding restriction until June 24, 2017.