EQUITY RESIDENTIAL — Director's Dealing 2015

Feb 9, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EQUITY RESIDENTIAL (EQR)
CIK: 0000906107
Period of Report: 2015-02-05

Reporting Person: Kaufman Ian (Chief Accounting Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-02-05	Common Shares Of Beneficial Interest	A	2023	—	Acquired	14852.4209	Direct
2015-02-06	Common Shares Of Beneficial Interest	S	527	$78.37	Disposed	14325.4209	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-02-05	Non-qualified Stock Option (Right to Buy)	$80.27	A	3960	Acquired	2025-02-05	Common Shares Of Beneficial Interest (3960)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares Of Beneficial Interest	377.6822	Indirect

Footnotes

F1: Represents restricted shares scheduled to vest on February 5, 2018.

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

F3: Represents the sale of shares for the payment of tax liability incurred upon the vesting of restricted shares.

F4: 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.

F5: Represents share options scheduled to vest in three equal installments on February 5, 2016, February 5, 2017 and February 5, 2018.