EQUITY RESIDENTIAL — Director's Dealing 2019

Jan 22, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EQUITY RESIDENTIAL (EQR)
CIK: 0000906107
Period of Report: 2019-01-17

Reporting Person: NEITHERCUT DAVID J (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-01-17	Restricted Units	$	A	12211	Acquired	2026-01-01	Common Shares Of Beneficial Interest (12211)	Direct

Footnotes

F1: Represents restricted limited partnership interests ("Restricted Units") in ERP Operating Limited Partnership (the "Operating Partnership"), the operating partnership of Equity Residential (the "Company"), retained in connection with the settlement of an award under the Company's 2016 Long-Term Incentive Plan. 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 conditions, OP Units are exchangeable by the holder for common shares of the Company on a one-for-one basis or 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.

F2: The Restricted Units are scheduled to vest on January 31, 2019.