EQUITY RESIDENTIAL — Director's Dealing 2022

Jan 25, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EQUITY RESIDENTIAL (EQR)
CIK: 0000906107
Period of Report: 2022-01-21

Reporting Person: Manelis Michael L (Executive Vice President & COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-01-21	Common Shares Of Beneficial Interest	A	5902	—	Acquired	18061	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-01-21	Restricted Units	$	A	2038	Acquired	2029-01-01	Common Shares Of Beneficial Interest (2038)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares Of Beneficial Interest	1326	Indirect

Footnotes

F1: Represents restricted shares of Equity Residential (the "Company") issued in connection with the settlement of an award under the Company's 2019 Long-Term Incentive Plan which are scheduled to vest on February 3, 2022.

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

F3: Represents shares owned by Principal Trust Company, as Trustee of the Equity Residential Supplemental Executive Retirement Plan, for the benefit of the reporting person.

F4: 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 2019 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). Such target has been reached and these Restricted Units have converted to OP Units. 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.

F5: The Restricted Units are scheduled to vest on February 3, 2022.