EQUITY RESIDENTIAL — Director's Dealing 2021

Feb 12, 2021

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: EQUITY RESIDENTIAL (EQR)
CIK: 0000906107
Period of Report: 2020-12-31

Reporting Person: NEITHERCUT DAVID J (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-03-31	Common Shares Of Beneficial Interest	G	598	—	Disposed	2874	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-01-27	Operating Partnership Units	$0	G	1150	Disposed		Common Shares Of Beneficial Interest (1150)	Indirect
2020-01-27	Operating Partnership Units	$0	G	1150	Acquired		Common Shares Of Beneficial Interest (1150)	Direct
2020-01-27	Operating Partnership Units	$0	G	1150	Disposed		Common Shares Of Beneficial Interest (1150)	Indirect
2020-01-27	Operating Partnership Units	$0	G	1150	Acquired		Common Shares Of Beneficial Interest (1150)	Direct
2020-03-31	Non-qualified Stock Option (Right to Buy)	$45.28	G	106380	Disposed	2021-09-23	Common Shares Of Beneficial Interest (106380)	Indirect
2020-03-31	Non-qualified Stock Option (Right to Buy)	$51.34	G	57525	Disposed	2022-02-03	Common Shares Of Beneficial Interest (57525)	Indirect
2020-05-19	Operating Partnership Units	$0	G	100000	Disposed		Common Shares Of Beneficial Interest (100000)	Indirect
2020-11-30	Non-qualified Stock Option (Right to Buy)	$46.72	G	169473	Disposed	2023-02-07	Common Shares Of Beneficial Interest (169473)	Direct
2020-11-30	Non-qualified Stock Option (Right to Buy)	$46.72	G	169473	Acquired	2023-02-07	Common Shares Of Beneficial Interest (169473)	Indirect
2020-11-30	Non-qualified Stock Option (Right to Buy)	$48.13	G	136564	Acquired	2024-02-06	Common Shares Of Beneficial Interest (136564)	Indirect
2020-11-30	Non-qualified Stock Option (Right to Buy)	$48.13	G	136564	Disposed	2024-02-06	Common Shares Of Beneficial Interest (136564)	Direct
2020-11-30	Non-qualified Stock Option (Right to Buy)	$60.76	G	237593	Disposed	2027-02-02	Common Shares Of Beneficial Interest (237593)	Direct
2020-11-30	Non-qualified Stock Option (Right to Buy)	$60.76	G	237593	Acquired	2027-02-02	Common Shares Of Beneficial Interest (237593)	Indirect
2020-11-30	Non-qualified Stock Option (Right to Buy)	$60.76	G	237593	Disposed	2027-02-02	Common Shares Of Beneficial Interest (237593)	Direct
2020-11-30	Non-qualified Stock Option (Right to Buy)	$60.76	G	237593	Acquired	2027-02-02	Common Shares Of Beneficial Interest (237593)	Indirect
2020-11-30	Non-qualified Stock Option (Right to Buy)	$60.33	G	433317	Acquired	2028-02-01	Common Shares Of Beneficial Interest (433317)	Indirect
2020-11-30	Non-qualified Stock Option (Right to Buy)	$60.33	G	433317	Disposed	2028-02-01	Common Shares Of Beneficial Interest (433317)	Direct
2020-11-30	Non-qualified Stock Option (Right to Buy)	$60.33	G	433317	Disposed	2028-02-01	Common Shares Of Beneficial Interest (433317)	Direct
2020-11-30	Non-qualified Stock Option (Right to Buy)	$60.33	G	433317	Acquired	2028-02-01	Common Shares Of Beneficial Interest (433317)	Indirect
2020-11-30	Non-qualified Stock Option (Right to Buy)	$58.40	G	29250	Acquired	2030-06-25	Common Shares Of Beneficial Interest (29250)	Indirect
2020-11-30	Non-qualified Stock Option (Right to Buy)	$58.40	G	29250	Disposed	2030-06-25	Common Shares Of Beneficial Interest (29250)	Direct
2020-11-30	Operating Partnership Units	$0	G	250000	Acquired		Common Shares Of Beneficial Interest (250000)	Indirect
2020-11-30	Operating Partnership Units	$0	G	250000	Disposed		Common Shares Of Beneficial Interest (250000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares Of Beneficial Interest	3392	Direct
Common Shares Of Beneficial Interest	56464	Indirect

Footnotes

F1: The reporting person transferred, by gift, 20.833% of his limited partnership interests in the family limited partnership to a family trust.

F2: Represents shares beneficially owned by a family limited partnership, of which the reporting person is the general partner.

F3: Represents shares beneficially owned by a trust for the benefit of the reporting person's wife. The reporting person is the sole trustee of this trust and, as such, may be deemed the beneficial owner of these shares.

F4: This transaction involved a gift of OP Units by a grantor retained annuity trust to the reporting person.

F5: The OP Units reflected in this report are previously reported Restricted Units which have automatically converted to OP Units per their terms. The OP Units do not expire and are fully vested, transferable and can be exchanged by the holder for common shares of Equity Residential (the "Company") on a one-for-one basis or, at the Company's option, for the cash value of such shares.

F6: Represents OP Units beneficially owned by grantor retained annuity trusts for the benefit of the reporting person's son. The inclusion of these OP Units in this report is not an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.

F7: Represents OP Units beneficially owned by grantor retained annuity trusts for the benefit of the reporting person's daughter. The inclusion of these OP Units in this report is not an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.

F8: Represents share options beneficially owned by a family limited partnership, of which the reporting person is the general partner.

F9: Represents options which vested in three equal installments on February 3, 2013, February 3, 2014 and February 3, 2015.

F10: The reporting person transferred, by gift, (a) 50% of his limited liability company (LLC) interests to a grantor retained annuity trust for the benefit of his children and (b) 50% of his LLC interests to a trust for the benefit of the reporting person's wife. The reporting person is the manager of the LLC.

F11: Represents OP Units beneficially owned by a limited liability company, of which the reporting person is the manager.

F12: This transaction involved a gift of securities by the reporting person to a limited liability company of which the reporting person is sole member.

F13: Represents options which vested in approximately three equal installments on February 7, 2014, February 7, 2015 and February 7, 2016.

F14: Represents share options beneficially owned by a limited liability company, of which the reporting person is the sole member.

F15: Represents share options which vested in three equal installments on February 6, 2015, February 6, 2016 and February 6, 2017.

F16: One-third vested on February 1, 2018 and the remainder vested upon the reporting person's retirement on December 31, 2018.

F17: Represents OP Units beneficially owned by a limited liability company, of which the reporting person is the sole member.