EQUITY RESIDENTIAL — Director's Dealing 2018

Feb 5, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EQUITY RESIDENTIAL (EQR)
CIK: 0000906107
Period of Report: 2018-02-01

Reporting Person: Altshuler Barry (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-02-01	Common Shares Of Beneficial Interest	A	2071	—	Acquired	37202	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-02-01	Non-qualified Stock Option (Right to Buy)	$60.33	A	20327	Acquired	2028-02-01	Common Shares Of Beneficial Interest (20327)	Direct
2018-02-01	Restricted Units	$	A	4251	Acquired	2028-02-01	Common Shares Of Beneficial Interest (4251)	Direct
2018-02-01	Restricted Units	$	A	4864	Acquired	2028-02-01	Common Shares Of Beneficial Interest (4864)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares Of Beneficial Interest	1271	Indirect
Common Shares Of Beneficial Interest	62	Indirect

Footnotes

F1: Represents restricted shares scheduled to vest on February 1, 2021.

F2: Direct total includes restricted shares of Equity Residential (the "Company") scheduled to vest in the future.

F3: 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 January 12, 2018.

F4: Represents shares beneficially owned by Mr. Altshuler's spouse. Mr. Altshuler disclaims beneficial ownership of said shares except to the extent of his pecuniary interest therein.

F5: Represents share options scheduled to vest in three equal installments on February 1, 2019, February 1, 2020 and February 1, 2021.

F6: On February 1, 2018, the reporting person received a grant of Series 2018B 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.

F7: The Restricted Units are scheduled to vest on February 1, 2021.

F8: On February 1, 2018, the reporting person elected to receive a grant of Series 2018C 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.

F9: The Restricted Units vested on February 1, 2018, the date of the grant and remain subject to a two year hold requirement.