EQUITY RESIDENTIAL — Director's Dealing 2015

Mar 23, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EQUITY RESIDENTIAL (EQR)
CIK: 0000906107
Period of Report: 2015-03-19

Reporting Person: NEITHERCUT DAVID J (Director, President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-01-13	Common Shares Of Beneficial Interest	G	1549	—	Disposed	32268	Indirect
2015-01-13	Common Shares Of Beneficial Interest	G	1549	—	Acquired	93455.753	Indirect
2015-01-13	Common Shares Of Beneficial Interest	G	1549	—	Disposed	32268	Indirect
2015-01-13	Common Shares Of Beneficial Interest	G	1549	—	Acquired	95004.753	Indirect
2015-01-13	Common Shares Of Beneficial Interest	G	120	—	Disposed	32148	Indirect
2015-01-13	Common Shares Of Beneficial Interest	G	120	—	Acquired	1682	Indirect
2015-01-13	Common Shares Of Beneficial Interest	G	120	—	Disposed	32148	Indirect
2015-01-13	Common Shares Of Beneficial Interest	G	120	—	Acquired	1802	Indirect
2015-01-16	Common Shares Of Beneficial Interest	G	10000	—	Disposed	85004.753	Indirect
2015-03-19	Common Shares Of Beneficial Interest	M	33249	$53.50	Acquired	36123	Indirect
2015-03-19	Common Shares Of Beneficial Interest	S	33249	$80.062	Disposed	2874	Indirect
2015-03-20	Common Shares Of Beneficial Interest	M	7610	$53.50	Acquired	10484	Indirect
2015-03-20	Common Shares Of Beneficial Interest	S	7610	$80.021	Disposed	2874	Indirect
2015-03-23	Common Shares Of Beneficial Interest	M	8790	$38.57	Acquired	11664	Indirect
2015-03-23	Common Shares Of Beneficial Interest	S	8790	$82.112	Disposed	2874	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-03-19	Non-qualified Stock Option (Right to Buy)	$53.50	M	33249	Disposed	2017-02-08	Common Shares Of Beneficial Interest (33249)	Indirect
2015-03-20	Non-qualified Stock Option (Right to Buy)	$53.50	M	7610	Disposed	2017-02-08	Common Shares Of Beneficial Interest (7610)	Indirect
2015-03-23	Non-qualified Stock Option (Right to Buy)	$38.57	M	8790	Disposed	2018-02-07	Common Shares Of Beneficial Interest (8790)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares Of Beneficial Interest	2558.5069	Indirect
Common Shares Of Beneficial Interest	2038.736	Indirect

Footnotes

F1: Represents shares beneficially owned by a trust for the benefit of the reporting person's daughter. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report is not an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.

F2: Represents shares beneficially owned by a trust for the benefit of the reporting person's wife. The reporting person is the sole trustee of this trust and, as such, may be deemed the beneficial owner of these shares.

F3: Represents shares beneficially owned by a trust for the benefit of the reporting person's son. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report is not an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.

F4: Represents shares beneficially owned by a trust for the benefit of the reporting person's wife. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report is not an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.

F5: Represents shares beneficially owned by a family limited partnership, of which the reporting person is the general partner.

F6: The price represents the weighted average price of the shares sold. The shares were sold within a range of $80.01 to $80.18. The reporting person will provide, upon request by the SEC staff, the issuer, or any security holder of the issuer, full information regarding the number of shares sold at each separate price.

F7: The price represents the weighted average price of the shares sold. The shares were sold within a range of $80.01 to $80.07. The reporting person will provide, upon request by the SEC staff, the issuer, or any security holder of the issuer, full information regarding the number of shares sold at each separate price.

F8: The price represents the weighted average price of the shares sold. The shares were sold within a range of $82.01 to $82.24. The reporting person will provide, upon request by the SEC staff, the issuer, or any security holder of the issuer, full information regarding the number of shares sold at each separate price.

F9: 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 January 10, 2015.

F10: Represents shares owned by Principal Trust Company, as Trustee of the Equity Residential Supplemental Executive Retirement Plan, for the benefit of the reporting person.

F11: Represents share options scheduled to vest in approximately three equal installments on February 8, 2008, February 8, 2009 and February 8, 2010.

F12: Represents share options scheduled to vest in approximately three equal installments on February 7, 2009, February 7, 2010 and February 7, 2011.