EQUITY RESIDENTIAL — Director's Dealing 2015

May 5, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EQUITY RESIDENTIAL (EQR)
CIK: 0000906107
Period of Report: 2015-05-01

Reporting Person: Santee David S (Executive Vice President & COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-05-01	Common Shares Of Beneficial Interest	C	3000	—	Acquired	38456	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-05-01	Restricted Units	$0	C	3000	Disposed	2019-02-06	Operating Partnership Units (3000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares Of Beneficial Interest	14.1558	Indirect

Footnotes

F1: The reporting person elected to exchange 3,000 units of limited partnership interests ("OP Units") of ERP Operating Limited Partnership, of which Equity Residential (the "Company") is the general partner, in accordance with the terms of such OP Units, and as a result of such exchange received an equal number of common shares of the Company.

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

F3: 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 April 12, 2015.

F4: Represents a grant made to the reporting person on March 12, 2009, of restricted limited partnership interests ("Restricted Units") in ERP Operating Limited Partnership (the "Operating Partnership"), the operating partnership of Equity Residential (the "Company"), in lieu of restricted shares as part of an annual grant of long-term compensation. The 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). If the Restricted Units do convert into OP Units, subject to any vesting requirements, the OP Units may be exchanged 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. Since the capital account related to the Restricted Units reflected in this report reached its specified target for federal income tax purposes, the Restricted Units automatically converted into an equal number of OP Units and such OP Units are no longer subject to any vesting requirements and may be exchanged by the reporting person.