EQUITY RESIDENTIAL — Director's Dealing 2017

Nov 1, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EQUITY RESIDENTIAL (EQR)
CIK: 0000906107
Period of Report: 2017-10-30

Reporting Person: ZELL SAMUEL (Director, Chairman of the Board)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-10-30	Common Shares Of Beneficial Interest	M	51614	$32.87	Acquired	93996	Direct
2017-10-30	Common Shares Of Beneficial Interest	S	51614	$67.301	Disposed	42382	Direct
2017-10-30	Common Shares Of Beneficial Interest	M	40037	$32.87	Acquired	82419	Direct
2017-10-30	Common Shares Of Beneficial Interest	S	40037	$67.01	Disposed	42382	Direct
2017-10-30	Common Shares Of Beneficial Interest	M	95331	$32.87	Acquired	137713	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-10-30	Non-qualified Stock Option (Right to Buy)	$32.87	M	51614	Disposed	2018-02-07	Common Shares Of Beneficial Interest (51614)	Direct
2017-10-30	Non-qualified Stock Option (Right to Buy)	$32.87	M	40037	Disposed	2018-02-07	Common Shares Of Beneficial Interest (40037)	Direct
2017-10-30	Non-qualified Stock Option (Right to Buy)	$32.87	M	95331	Disposed	2018-02-07	Common Shares Of Beneficial Interest (95331)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares Of Beneficial Interest	600	Indirect
Common Shares Of Beneficial Interest	1206968	Indirect
Common Shares Of Beneficial Interest	2267873	Indirect
Common Shares Of Beneficial Interest	689643	Indirect
Common Shares Of Beneficial Interest	1246	Indirect
Common Shares Of Beneficial Interest	1246	Indirect
Common Shares Of Beneficial Interest	1246	Indirect
Common Shares Of Beneficial Interest	154480	Indirect

Footnotes

F1: Direct total includes restricted shares of the Company scheduled to vest in the future. Excludes 2,229,427 shares previously owned directly by the reporting person which were transferred to the Samuel Zell Revocable Trust, of which Mr. Zell is the sole trustee and beneficiary.

F2: The price represents the weighted average price of the shares sold. The shares were sold within a range of $67.20 to $67.42. 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 $67.00 to $67.06. 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: Shares reported herein are beneficially owned by the Helen Zell Revocable Trust ("HZRT"). Mr. Zell's spouse, Helen Zell, is the trustee of HZRT. Mr. Zell disclaims beneficial ownership of the shares reported as beneficially owned by him except to the extent of any pecuniary interest therein.

F5: Shares reported herein are beneficially owned by Samstock, L.L.C. ("Samstock"). The sole member of Samstock is SZ Investments, L.L.C. ("SZ"). The managing member of SZ is Chai Trust Company, LLC ("Chai Trust"). Mr. Zell is not an officer or director of Chai Trust and does not have voting or dispositive power over such shares. Mr. Zell disclaims beneficial ownership of such shares except to the extent of any pecuniary interest therein.

F6: Shares reported herein are owned by the Samuel Zell Revocable Trust. Mr. Zell is the sole trustee and beneficiary of the Samuel Zell Revocable Trust, and, as such, he is the beneficial owner of the shares reported herein. Includes 2,229,427 shares previously held directly by the reporting person.

F7: Represents shares owned by Principal Trust Company, as Trustee of the Equity Residential Supplemental Executive Retirement Plan, for the benefit of the reporting person.

F8: Shares reported herein are beneficially owned by the SZ JoAnn Trust ("SZJT"), of which Chai Trust Company, LLC ("Chai Trust") is the trustee. Mr. Zell is not an officer or director of Chai Trust and does not have voting or dispositive power over such shares. Mr. Zell disclaims beneficial ownership of such shares except to the extent of any pecuniary interest therein.

F9: Shares reported herein are beneficially owned by the SZ Kellie Trust ("SZKT"), of which Chai Trust Company, LLC ("Chai Trust") is the trustee. Mr. Zell is not an officer or director of Chai Trust and does not have voting or dispositive power over such shares. Mr. Zell disclaims beneficial ownership of such shares except to the extent of any pecuniary interest therein.

F10: Shares reported herein are beneficially owned by the SZ Matthew Trust ("SZMT"), of which Chai Trust Company, LLC ("Chai Trust") is the trustee. Mr. Zell is not an officer or director of Chai Trust and does not have voting or dispositive power over such shares. Mr. Zell disclaims beneficial ownership of such shares except to the extent of any pecuniary interest therein.

F11: Shares reported herein are beneficially owned by the Zell Family Foundation ("Foundation"). Mr. Zell is a director of the Foundation; however, Mr. Zell does not have voting or dispositive power over such shares, or any pecuniary interest therein, and therefore disclaims beneficial ownership of such shares.

F12: Represents share options which vested in approximately three equal installments on February 7, 2009, February 7, 2010 and February 7, 2011.