FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Weinberg David S
2. Issuer Name and Ticker or Trading Symbol

Equity Commonwealth [ EQC ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
EVP & Chief Operating Officer
(Last)          (First)          (Middle)

C/O EQUITY COMMONWEALTH, TWO NORTH RIVERSIDE PLAZA, SUITE 2100
3. Date of Earliest Transaction (MM/DD/YYYY)

11/8/2017
(Street)

CHICAGO, IL 60606
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Shares of Beneficial Interest   11/8/2017     A    19053   (1) A $30.48   129415   I   See footnote   (2)
Common Shares of Beneficial Interest   11/8/2017     F    8936   (3) D $30.48   120479   I   See footnote   (2)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Share Units     (4) 11/8/2017     A      19053         (5)   (5) Common Stock   19053   $0   19053   I   See Footnote   (2)

Explanation of Responses:
(1)  Reflects common shares that were issued to the Reporting Person as a result of certain performance criteria being met with respect to previously granted restricted share units ("RSUs") and a portion of such RSUs vesting on the Transaction Date.
(2)  These shares are held by the David S. Weinberg Revocable Trust, of which the reporting person is the trustee and a beneficiary.
(3)  Reflects common shares surrendered to the Issuer to satisfy tax withholding obligations in connection with the vesting of RSUs.
(4)  Each RSU represents the right to receive one share of Common Stock of Equity Commonwealth, subject to the terms and conditions set forth in the Equity Commonwealth 2012 Equity Compensation Plan and the Restricted Share Unit Agreement for Employees (Special Awards) for the Reporting Person.
(5)  These RSUs will vest on October 28, 2018, subject to the Reporting Person's continued employment with Equity Commonwealth through such date.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Weinberg David S
C/O EQUITY COMMONWEALTH
TWO NORTH RIVERSIDE PLAZA, SUITE 2100
CHICAGO, IL 60606


EVP & Chief Operating Officer

Signatures
/s/ Orrin S. Shifrin, attorney-in-fact 11/9/2017
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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