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: 2017-01-19

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

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-01-19	Operating Partnership Units	$0	G	200	Disposed		Common Shares Of Beneficial Interest (200)	Indirect
2017-01-19	Operating Partnership Units	$0	G	200	Acquired		Common Shares Of Beneficial Interest (200)	Direct
2017-01-19	Operating Partnership Units	$0	G	200	Disposed		Common Shares Of Beneficial Interest (200)	Indirect
2017-01-19	Operating Partnership Units	$0	G	200	Acquired		Common Shares Of Beneficial Interest (200)	Direct
2017-02-02	Non-qualified Stock Option (Right to Buy)	$60.76	A	237593	Acquired	2027-02-02	Common Shares Of Beneficial Interest (237593)	Direct
2017-02-02	Non-qualified Stock Option (Right to Buy)	$60.76	A	237593	Acquired	2027-02-02	Common Shares Of Beneficial Interest (237593)	Direct

Footnotes

F1: 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.

F2: 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.

F3: 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.

F4: Represents share options scheduled to vest in approximately three equal installments on February 2, 2018, February 2, 2019 and February 2, 2020.

F5: 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.