EQUITY RESIDENTIAL — Director's Dealing 2018

Jan 4, 2018

SEC Form 3 — Initial Statement of Beneficial Ownership

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

Reporting Person: Fenster Scott (EVP & General Counsel)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares Of Beneficial Interest	9528	Direct
Common Shares Of Beneficial Interest	261	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Non-qualified Stock Option (Right to Buy)	$28.10	2020-02-05	Common Shares Of Beneficial Interest (500)		Direct
Non-qualified Stock Option (Right to Buy)	$45.78	2021-02-07	Common Shares Of Beneficial Interest (2477)		Direct
Non-qualified Stock Option (Right to Buy)	$51.34	2022-02-03	Common Shares Of Beneficial Interest (4118)		Direct
Non-qualified Stock Option (Right to Buy)	$46.72	2023-02-07	Common Shares Of Beneficial Interest (3763)		Direct
Non-qualified Stock Option (Right to Buy)	$48.13	2024-02-06	Common Shares Of Beneficial Interest (3512)		Direct
Non-qualified Stock Option (Right to Buy)	$68.40	2025-02-05	Common Shares Of Beneficial Interest (2986)		Direct
Non-qualified Stock Option (Right to Buy)	$60.76	2027-02-02	Common Shares Of Beneficial Interest (15957)		Direct
Restricted Units	$	2025-02-05	Common Shares Of Beneficial Interest (1819)		Direct
Restricted Units	$	2026-02-04	Common Shares Of Beneficial Interest (668)		Direct
Operating Partnership Units	$0		Common Shares Of Beneficial Interest (9238)		Direct

Footnotes

F1: Direct total includes restricted shares of Equity Residential (the "Company") scheduled to vest in the future.

F2: 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.

F3: Represents share options which vested on February 5, 2013.

F4: Represents share options which vested in approximately three equal installments on February 7, 2012, February 7, 2013 and February 7, 2014.

F5: Represents share options which vested in approximately three equal installments on February 3, 2013, February 3, 2014 and February 3, 2015.

F6: Represents share options which vested in approximately three equal installments on February 7, 2014, February 7, 2015 and February 7, 2016.

F7: Represents share options which vested in approximately three equal installments on February 6, 2015, February 6, 2016 and February 6, 2017.

F8: Represents share options scheduled to vest in approximately three equal installments on February 5, 2016, February 5, 2017 and February 5, 2018.

F9: Represents share options scheduled to vest in three equal installments on February 2, 2018, February 2, 2019 and February 2, 2020.

F10: The Restricted Units vested on February 5, 2015, the date of the grant, and remained subject to a two year hold until February 5, 2017.

F11: On February 5, 2015, the reporting person elected to receive a grant of restricted limited partnership interests ("Restricted Units") in ERP Operating Limited Partnership (the "Operating Partnership), the operating partnership of the Company, known as the "Series 2015B" Restricted Units, 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 any 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.

F12: The Restricted Units are scheduled to vest on February 4, 2019.

F13: On February 4, 2016, the reporting person received a grant of Restricted Units in the Operating Partnership, known as the "Series 2016B" Restricted Units, 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 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 any 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.

F14: The OP Units reflected in this report are Restricted Units which have automatically converted to OP Units per their terms. 7,653 OP Units are fully vested, transferable and can be exchanged by the holder for common shares of the Company on a one-for-one basis or, at the Company's option, for the cash value of such shares. The remaining 1,585 OP Units remain subject to a two year hold until February 2, 2019 and are scheduled to vest on February 2, 2020.

F15: The OP Units do not have an expiration date.