EQUITY RESIDENTIAL — Director's Dealing 2016

Mar 21, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EQUITY RESIDENTIAL (EQR)
CIK: 0000906107
Period of Report: 2016-03-18

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-03-18	Common Shares Of Beneficial Interest	M	77700	$20.60	Acquired	80574	Indirect
2016-03-18	Common Shares Of Beneficial Interest	S	77700	$74.524	Disposed	2874	Indirect
2016-03-18	Common Shares Of Beneficial Interest	M	22300	$20.60	Acquired	25174	Indirect
2016-03-18	Common Shares Of Beneficial Interest	S	22300	$75.256	Disposed	2874	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-03-18	Non-qualified Stock Option (Right to Buy)	$20.60	M	77700	Disposed	2019-02-06	Common Shares Of Beneficial Interest (77700)	Indirect
2016-03-18	Non-qualified Stock Option (Right to Buy)	$20.60	M	22300	Disposed	2019-02-06	Common Shares Of Beneficial Interest (22300)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares Of Beneficial Interest	2922	Indirect
Common Shares Of Beneficial Interest	32148	Indirect
Common Shares Of Beneficial Interest	32148	Indirect
Common Shares Of Beneficial Interest	39004	Indirect
Common Shares Of Beneficial Interest	1802	Indirect
Common Shares Of Beneficial Interest	40000	Indirect

Footnotes

F1: Represents shares beneficially owned by a family limited partnership, of which the reporting person is the general partner.

F2: The price represents the weighted average price of the shares sold. The shares were sold within a range of $74.50 to $74.56. 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.

F3: The price represents the weighted average price of the shares sold. The shares were sold within a range of $75.01 to $75.38. 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.

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 March 10, 2016.

F5: 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 any 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.

F6: 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 any 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.

F7: 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.

F8: 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 any 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.

F9: Represents options which vested in approximately three equal installments on February 6, 2010, February 6, 2011 and February 6, 2012.