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: Parrell Mark J. (Executive Vice President & CFO)

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	132975	Acquired	2028-02-01	Common Shares Of Beneficial Interest (132975)	Direct
2018-02-01	Restricted Units	$	A	10314	Acquired	2028-02-01	Common Shares Of Beneficial Interest (10314)	Direct

Footnotes

F1: Represents share options scheduled to vest in three equal installments on February 1, 2019, February 1, 2020 and February 1, 2021.

F2: 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.

F3: The Restricted Units vested on February 1, 2018, the date of the grant and remain subject to a two year hold requirement.