EQUITY RESIDENTIAL — Director's Dealing 2019

Dec 5, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EQUITY RESIDENTIAL (EQR)
CIK: 0000906107
Period of Report: 2019-12-03

Reporting Person: ZELL SAMUEL (Director, Chairman of the Board)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-12-03	Common Shares Of Beneficial Interest	M	81300	$28.10	Acquired	82979	Direct
2019-12-03	Common Shares Of Beneficial Interest	S	81300	$84.07	Disposed	1679	Direct
2019-12-03	Common Shares Of Beneficial Interest	M	161787	$28.10	Acquired	163466	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-12-03	Non-qualified Stock Option (Right to Buy)	$28.10	M	81300	Disposed	2020-02-05	Common Shares Of Beneficial Interest (81300)	Direct
2019-12-03	Non-qualified Stock Option (Right to Buy)	$28.10	M	161787	Disposed	2020-02-05	Common Shares Of Beneficial Interest (161787)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares Of Beneficial Interest	600	Indirect
Common Shares Of Beneficial Interest	1206968	Indirect
Common Shares Of Beneficial Interest	2730294	Indirect
Common Shares Of Beneficial Interest	694344	Indirect
Common Shares Of Beneficial Interest	1246	Indirect
Common Shares Of Beneficial Interest	1246	Indirect
Common Shares Of Beneficial Interest	1246	Indirect
Common Shares Of Beneficial Interest	154480	Indirect

Footnotes

F1: The price represents the weighted average price of the shares sold. The shares were sold within a range of $83.90 to $84.34. The reporting person will provide, upon request by the SEC staff, the issuer, or any security holder of the issuer, full information regarding the number of shares sold at each separate price.

F2: Shares reported herein are beneficially owned by the Helen Zell Revocable Trust ("HZRT"). Mr. Zell's spouse, Helen Zell, is the trustee of HZRT. Mr. Zell disclaims beneficial ownership of the shares reported as beneficially owned by him except to the extent of any pecuniary interest therein.

F3: Shares reported herein are beneficially owned by Samstock, L.L.C. ("Samstock"). The sole member of Samstock is SZ Investments, L.L.C. ("SZ"). The managing member of SZ is Chai Trust Company, LLC ("Chai Trust"). Mr. Zell is not an officer or director of Chai Trust and does not have voting or dispositive power over such shares. Mr. Zell disclaims beneficial ownership of such shares except to the extent of any pecuniary interest therein.

F4: Shares reported herein are owned by the Samuel Zell Revocable Trust. Mr. Zell is sole trustee and beneficiary of the Samuel Zell Revocable Trust, and, as such, he may be deemed the beneficial owner of the shares reported herein. Includes 462,421 shares previously held directly by the reporting person.

F5: Represents shares owned by Principal Trust Company, as Trustee of the Equity Residential Supplemental Executive Retirement Plan, for the benefit of the reporting person, and includes shares acquired through dividend reinvestments.

F6: Shares reported herein are beneficially owned by the SZ JoAnn Trust ("SZJT"), of which Chai Trust Company, LLC ("Chai Trust") is the trustee. Mr. Zell is not an officer or director of Chai Trust and does not have voting or dispositive power over such shares. Mr. Zell disclaims beneficial ownership of such shares except to the extent of any pecuniary interest therein.

F7: Shares reported herein are beneficially owned by the SZ Kellie Trust ("SZKT"), of which Chai Trust Company, LLC ("Chai Trust") is the trustee. Mr. Zell is not an officer or director of Chai Trust and does not have voting or dispositive power over such shares. Mr. Zell disclaims beneficial ownership of such shares except to the extent of any pecuniary interest therein.

F8: Shares reported herein are beneficially owned by the SZ Matthew Trust ("SZMT"), of which Chai Trust Company, LLC ("Chai Trust") is the trustee. Mr. Zell is not an officer or director of Chai Trust and does not have voting or dispositive power over such shares. Mr. Zell disclaims beneficial ownership of such shares except to the extent of any pecuniary interest therein.

F9: Shares reported herein are beneficially owned by the Zell Family Foundation ("Foundation"). Mr. Zell is a director of the Foundation; however, Mr. Zell does not have voting or dispositive power over such shares, or any pecuniary interest therein, and therefore disclaims beneficial ownership of such shares.

F10: Represents share options which vested in approximately three equal installments on February 5, 2011, February 5, 2012 and February 5, 2013.