EQUITY RESIDENTIAL — Director's Dealing 2017

Jun 19, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EQUITY RESIDENTIAL (EQR)
CIK: 0000906107
Period of Report: 2017-06-15

Reporting Person: SHAPIRO MARK S (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-06-15	Restricted Units	$	A	2053	Acquired	2027-06-15	Common Shares Of Beneficial Interest (2053)	Direct

Footnotes

F1: On June 15, 2017, the reporting person received a grant of Series 2017D 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 the Company's annual grant of long-term compensation for prospective service from the 2017 Annual Meeting of Shareholders to the 2018 Annual Meeting of Shareholders. 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.

F2: The Restricted Units are scheduled to vest on June 15, 2018. In addition, the Restricted Units (including any OP Units into which they may automatically convert) are subject to a holding restriction until June 15, 2019.