EQUITY RESIDENTIAL — Director's Dealing 2017

Feb 6, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EQUITY RESIDENTIAL (EQR)
CIK: 0000906107
Period of Report: 2017-02-02

Reporting Person: Altshuler Barry (Executive Vice President)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-02-02	Non-qualified Stock Option (Right to Buy)	$60.76	A	40534	Acquired	2027-02-02	Common Shares Of Beneficial Interest (40534)	Direct
2017-02-02	Restricted Units	$	A	4029	Acquired	2027-02-02	Common Shares Of Beneficial Interest (4029)	Direct
2017-02-02	Non-qualified Stock Option (Right to Buy)	$60.76	A	25535	Acquired	2027-02-02	Common Shares Of Beneficial Interest (25535)	Direct
2017-02-02	Restricted Units	$	A	2901	Acquired	2027-02-02	Common Shares Of Beneficial Interest (2901)	Direct

Footnotes

F1: Represents share options scheduled to vest in approximately three equal installments on February 2, 2018, February 2, 2019 and February 2, 2020.

F2: On February 2, 2017, the reporting person received a grant of Series 2017B 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. 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.

F3: These Restricted Units are scheduled to vest on February 2, 2020.

F4: The reporting person received a grant of options as an alternative to cash in connection with all or a portion of their performance bonus. The options vested on February 2, 2017, the date of the grant.

F5: On February 2, 2017, the reporting person elected to receive a grant of Series 2017C restricted limited partnership interests ("Restricted Units") in ERP Operating Limited Partnership (the "Operating Partnership), the operating partnership of Equity Residential (the "Company"), as an alternative to cash 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.

F6: These Restricted Units vested on February 2, 2017, the date of the grant and remain subject to a two year hold requirement.