EQUITY RESIDENTIAL — Director's Dealing 2016

Feb 8, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EQUITY RESIDENTIAL (EQR)
CIK: 0000906107
Period of Report: 2016-02-04

Reporting Person: Altshuler Barry (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-04	Common Shares Of Beneficial Interest	A	3763	—	Acquired	33762	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-02-04	Restricted Units	$	A	1613	Acquired	2026-02-04	Common Shares Of Beneficial Interest (1613)	Direct
2016-02-04	Restricted Units	$	A	2219	Acquired	2026-02-04	Common Shares Of Beneficial Interest (2219)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares Of Beneficial Interest	1027	Indirect
Common Shares Of Beneficial Interest	62	Indirect

Footnotes

F1: Represents restricted shares scheduled to vest on February 4, 2019.

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 January 10, 2016.

F4: Represents shares beneficially owned by Mr. Altshuler's spouse. Mr. Altshuler disclaims beneficial ownership of said shares except to the extent of his pecuniary interest therein.

F5: On February 4, 2016, the reporting person received a grant of Series 2016B 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 of the Company as part of the Company's annual grant of long-term compensation. The reporting person made a payment to the Operating Partnership of $0.50 for each Restricted Unit awarded. 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). Subject to the vesting requirements of the grant 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 include any OP Units into which such Restricted Units automatically convert.

F6: The Restricted Units are scheduled to vest on February 4, 2019.

F7: On February 4, 2016, the reporting person elected to receive a grant of Series 2016C restricted limited partnership interests ("Restricted Units") in ERP Operating Limited Partnership (the "Operating Partnership), the operating partnership of Equity Residential (the "Company"), in connection with all or a portion of their performance bonus. 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). Subject to the vesting requirements of the grant 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 include any OP Units into which such Restricted Units automatically convert.

F8: The Restricted Units vested on February 4, 2016, the date of the grant and remain subject to a two year hold requirement.