EQUITY RESIDENTIAL — Director's Dealing 2021

Feb 17, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EQUITY RESIDENTIAL (EQR)
CIK: 0000906107
Period of Report: 2021-02-12

Reporting Person: Garechana Robert (EVP & Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-02-12	Common Shares Of Beneficial Interest	A	1927	—	Acquired	22949	Direct
2021-02-16	Common Shares Of Beneficial Interest	S	873	$67.11	Disposed	22076	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-02-12	Non-qualified Stock Option (Right to Buy)	$67.48	A	32687	Acquired	2031-02-12	Common Shares Of Beneficial Interest (32687)	Direct
2021-02-12	Restricted Units	$	A	2020	Acquired	2031-02-12	Common Shares Of Beneficial Interest (2020)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares Of Beneficial Interest	140	Indirect

Footnotes

F1: Represents restricted shares scheduled to vest on February 12, 2024.

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

F3: Represents the sale of shares for the payment of tax liability incurred upon the vesting of restricted shares.

F4: 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 16, 2021.

F5: Represents share options scheduled to vest in approximately three equal installments on February 12, 2022, February 12, 2023 and February 12, 2024.

F6: On February 12, 2021, the reporting person received a grant of Series 2021B 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 12, 2024.