EQUITY RESIDENTIAL — Director's Dealing 2015

Jun 8, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EQUITY RESIDENTIAL (EQR)
CIK: 0000906107
Period of Report: 2015-06-08

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-06-08	Common Shares Of Beneficial Interest	J	979	—	Disposed	273707.0671	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-06-08	Restricted Units	$	A	979	Acquired	2025-06-08	Common Shares Of Beneficial Interest (979)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares Of Beneficial Interest	3472	Indirect
Common Shares Of Beneficial Interest	27500	Indirect
Common Shares Of Beneficial Interest	25015	Indirect
Common Shares Of Beneficial Interest	57187	Indirect

Footnotes

F1: Reflects previously reported restricted shares that the reporting person elected to exchange for Restricted Units (as such term is defined in footnote no. 2) on a one-for-one basis.

F2: On June 8, 2015, the reporting person elected to exchange his previously reported restricted shares for limited partnership interests ("Restricted Units") in ERP Operating Limited Partnership (the "Operating Partnership"), the operating partnership of Equity Residential (the "Company"), on a one-for-one basis. The reporting person made a payment to the Operating Partnership of $0.50 for each Restricted Unit exchanged. 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 purposes (provided such target is reached within ten years of issuance). Subject to the vesting requirements 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 incluse any OP Units into which such Restricted Units may automatically convert.

F3: Represents shares beneficially owned by Mr. Spector as custodian for his minor children. Mr. Spector disclaims beneficial ownership of said shares.

F4: 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.

F5: 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.

F6: 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.

F7: The Restricted Units are scheduled to vest on June 12, 2015. In addition, the Restricted Units (including any OP Units into which they may automatically convert) are subject to a holding restriction until June 8, 2017.