EQUITY RESIDENTIAL — Director's Dealing 2017

Feb 6, 2017

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: EQUITY RESIDENTIAL (EQR)
CIK: 0000906107
Period of Report: 2016-12-31

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-09-27	Common Shares Of Beneficial Interest	G	22205	—	Acquired	105102	Indirect
2016-09-27	Common Shares Of Beneficial Interest	G	22205	—	Disposed	0	Indirect
2016-09-27	Common Shares Of Beneficial Interest	G	22205	—	Disposed	0	Indirect
2016-09-27	Common Shares Of Beneficial Interest	G	22205	—	Acquired	105102	Indirect
2016-09-27	Common Shares Of Beneficial Interest	G	9943	—	Acquired	0	Indirect
2016-09-27	Common Shares Of Beneficial Interest	G	9943	—	Disposed	0	Indirect
2016-09-27	Common Shares Of Beneficial Interest	G	9943	—	Acquired	0	Indirect
2016-09-27	Common Shares Of Beneficial Interest	G	9943	—	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-04-15	Operating Partnership Units	$0	G	100000	Disposed		Common Shares Of Beneficial Interest (100000)	Direct
2016-04-15	Operating Partnership Units	$0	G	100000	Acquired		Common Shares Of Beneficial Interest (100000)	Indirect
2016-09-27	Operating Partnership Units	$0	G	22205	Disposed		Common Shares Of Beneficial Interest (22205)	Direct
2016-09-27	Operating Partnership Units	$0	G	22205	Acquired		Common Shares Of Beneficial Interest (22205)	Indirect
2016-09-27	Operating Partnership Units	$0	G	22205	Disposed		Common Shares Of Beneficial Interest (22205)	Direct
2016-09-27	Operating Partnership Units	$0	G	22205	Acquired		Common Shares Of Beneficial Interest (22205)	Indirect
2016-09-27	Operating Partnership Units	$0	G	9943	Acquired		Common Shares Of Beneficial Interest (9943)	Indirect
2016-09-27	Operating Partnership Units	$0	G	9943	Disposed		Common Shares Of Beneficial Interest (9943)	Direct
2016-09-27	Operating Partnership Units	$0	G	9943	Disposed		Common Shares Of Beneficial Interest (9943)	Direct
2016-09-27	Operating Partnership Units	$0	G	9943	Acquired		Common Shares Of Beneficial Interest (9943)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares Of Beneficial Interest	3132	Indirect
Common Shares Of Beneficial Interest	2874	Indirect
Common Shares Of Beneficial Interest	40000	Indirect

Footnotes

F1: In accordance with the substitution provisions thereunder, the reporting person, as Grantor, elected to substitute shares in grantor retained annuity trusts for the benefit of his son on a one-for-one basis for OP Units of equivalent value resulting in a reduction of shares held indirectly by such trusts and a corresponding increase in shares held indirectly by Trust I. See also footnote 11 to Table II of this report.

F2: Represents shares beneficially owned by Trust I, a trust for the benefit of the reporting person's wife. The reporting person is the sole trustee of Trust I, and, as such, may be deemed to be the beneficial owner of these shares.

F3: In accordance with the substitution provisions thereunder, the reporting person, as Grantor, elected to substitute shares in grantor retained annuity trusts for the benefit of his daughter on a one-for-one basis for OP Units of equivalent value resulting in a reduction of shares held indirectly by such trusts and a corresponding increase in shares held indirectly by Trust I. See also footnote 13 to Table II of this report.

F4: In accordance with the substitution provisions thereunder, the reporting person's wife, as Grantor, elected to substitute shares in grantor retained annuity trusts for the benefit of her son in on a one-for-one basis for OP Units of equivalent value resulting in a reduction of shares held indirectly by such trusts and a corresponding increase in shares held indirectly by Trust II. See also footnote 15 to Table II of this report.

F5: In accordance with the substitution provisions thereunder, the reporting person's wife, as Grantor, elected to substitute shares in grantor retained annuity trusts for the benefit of her daughter in on a one-for-one basis for OP Units of equivalent value resulting in a reduction of shares held indirectly by such trusts and a corresponding increase in shares held indirectly by Trust II. See also footnote 16 to Table II of this report.

F6: 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 October 15, 2016.

F7: Represents shares beneficially owned by a family limited partnership, of which the reporting person is the general partner.

F8: 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.

F9: The OP Units reflected in this report are previously reported Restricted Units which have automatically converted to OP Units per their terms. The OP Units do not expire and are fully vested, transferable and can be exchanged by the holder for common shares of Equity Residential (the "Company") on a one-for-one basis or, at the Company's option, for the cash value of such shares.

F10: Represents OP Units beneficially owned by a limited liability company of which the reporting person is the sole member.

F11: In accordance with the substitution provisions thereunder, the reporting person, as Grantor, elected to substitute OP Units on a one-for-one basis for shares of equivalent value in grantor retained annuity trusts for the benefit of his son resulting in an increase in OP Units held indirectly by such trusts and a corresponding decrease in OP Units held directly by the reporting person. See also footnote 1 to Table I of this report.

F12: Represents OP Units beneficially owned by grantor retained annuity trusts for the benefit of the reporting person's son. The inclusion of these OP Units 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.

F13: In accordance with the substitution provisions thereunder, the reporting person, as Grantor, elected to substitute OP Units on a one-for-one basis for shares of equivalent value in grantor retained annuity trusts for the benefit of his daughter resulting in an increase in OP Units held indirectly by such trusts and a corresponding decrease in OP Units held directly by the reporting person. See also footnote 3 to Table I of this report.

F14: Represents OP Units beneficially owned by grantor retained annuity trusts for the benefit of the reporting person's daughter. The inclusion of these OP Units 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.

F15: In accordance with the substitution provisions thereunder, the reporting person elected to substitute OP Units on a one-for-one basis for shares of equivalent value in grantor retained annuity trusts for the benefit of his son resulting in an increase in OP Units held indirectly by such trusts and a corresponding decrease in OP Units held directly by the reporting person. See also footnote 4 to Table I of this report.

F16: In accordance with the substitution provisions thereunder, the reporting person elected to substitute OP Units on a one-for-one basis for shares of equivalent value in grantor retained annuity trusts for the benefit of his daughter resulting in an increase in OP Units held indirectly by such trusts and a corresponding decrease in OP Units held directly by the reporting person. See also footnote 5 to Table I of this report.