EQUITY RESIDENTIAL — Director's Dealing 2023

Feb 17, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EQUITY RESIDENTIAL (EQR)
CIK: 0000906107
Period of Report: 2023-02-15

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-02-15	Common Shares Of Beneficial Interest	A	5490	—	Acquired	25344	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-02-15	Non-qualified Stock Option (Right to Buy)	$66.59	A	57716	Acquired	2033-02-15	Common Shares Of Beneficial Interest (57716)	Direct
2023-02-15	Restricted Units	$	A	5792	Acquired	2033-02-15	Common Shares Of Beneficial Interest (5792)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares Of Beneficial Interest	1326	Indirect

Footnotes

F1: Represents restricted shares scheduled to vest on February 15, 2026.

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 share options scheduled to vest in approximately three equal installments on February 15, 2024, February 15, 2025 and February 15, 2026.

F5: On February 15, 2023, the reporting person received a grant of Series 2023B restricted limited partnership interests ("RUs") in ERP Operating Limited Partnership (the "OP"), 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. RUs are a class of partnership interest that automatically convert into an equal number of limited partnership interests of the OP ("OP Units") when the capital account related to the RUs 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 RUs reflected in this report also include any OP Units into which such RUs automatically convert.

F6: The Restricted Units are scheduled to vest on February 15, 2026.