Statement of Changes in Beneficial Ownership (4)
December 05 2019 - 4:27PM
Edgar (US Regulatory)
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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3235-0287
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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
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1. Name and Address of Reporting Person
*
ZELL SAMUEL |
2. Issuer Name and Ticker or Trading Symbol
EQUITY RESIDENTIAL
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EQR
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner _____ Officer (give title below) __X__ Other (specify below) Chairman of the Board |
(Last)
(First)
(Middle)
TWO NORTH RIVERSIDE PLAZA, SUITE 600 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
12/3/2019 |
(Street)
CHICAGO, IL 60606
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Shares Of Beneficial Interest | 12/3/2019 | | M | | 81300 | A | $28.10 | 82979 | D | |
Common Shares Of Beneficial Interest | 12/3/2019 | | S | | 81300 | D | $84.07 (1) | 1679 | D | |
Common Shares Of Beneficial Interest | 12/3/2019 | | M | | 161787 | A | $28.10 | 163466 | D | |
Common Shares Of Beneficial Interest | | | | | | | | 600 (2) | I | By Spouse, Trustee for Helen Zell Revocable Trust |
Common Shares Of Beneficial Interest | | | | | | | | 1206968 (3) | I | Samstock, L.L.C. |
Common Shares Of Beneficial Interest | | | | | | | | 2730294 (4) | I | Samuel Zell Revocable Trust |
Common Shares Of Beneficial Interest | | | | | | | | 694344 (5) | I | SERP Account |
Common Shares Of Beneficial Interest | | | | | | | | 1246 (6) | I | SZ JoAnn Trust |
Common Shares Of Beneficial Interest | | | | | | | | 1246 (7) | I | SZ Kellie Trust |
Common Shares Of Beneficial Interest | | | | | | | | 1246 (8) | I | SZ Matthew Trust |
Common Shares Of Beneficial Interest | | | | | | | | 154480 (9) | I | Zell Family Foundation |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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 |
Non-qualified Stock Option (Right to Buy) | $28.10 | 12/3/2019 | | M | | | 81300 | (10) | 2/5/2020 | Common Shares Of Beneficial Interest | 81300 | $0 | 161787 | D | |
Non-qualified Stock Option (Right to Buy) | $28.10 | 12/3/2019 | | M | | | 161787 | (10) | 2/5/2020 | Common Shares Of Beneficial Interest | 161787 | $0 | 0 | D | |
Explanation of Responses: |
(1) | The price represents the weighted average price of the shares sold. The shares were sold within a range of $83.90 to $84.34. The reporting person will provide, upon request by the SEC staff, the issuer, or any security holder of the issuer, full information regarding the number of shares sold at each separate price. |
(2) | Shares reported herein are beneficially owned by the Helen Zell Revocable Trust ("HZRT"). Mr. Zell's spouse, Helen Zell, is the trustee of HZRT. Mr. Zell disclaims beneficial ownership of the shares reported as beneficially owned by him except to the extent of any pecuniary interest therein. |
(3) | Shares reported herein are beneficially owned by Samstock, L.L.C. ("Samstock"). The sole member of Samstock is SZ Investments, L.L.C. ("SZ"). The managing member of SZ is Chai Trust Company, LLC ("Chai Trust"). Mr. Zell is not an officer or director of Chai Trust and does not have voting or dispositive power over such shares. Mr. Zell disclaims beneficial ownership of such shares except to the extent of any pecuniary interest therein. |
(4) | Shares reported herein are owned by the Samuel Zell Revocable Trust. Mr. Zell is sole trustee and beneficiary of the Samuel Zell Revocable Trust, and, as such, he may be deemed the beneficial owner of the shares reported herein. Includes 462,421 shares previously held directly by the reporting person. |
(5) | Represents shares owned by Principal Trust Company, as Trustee of the Equity Residential Supplemental Executive Retirement Plan, for the benefit of the reporting person, and includes shares acquired through dividend reinvestments. |
(6) | Shares reported herein are beneficially owned by the SZ JoAnn Trust ("SZJT"), of which Chai Trust Company, LLC ("Chai Trust") is the trustee. Mr. Zell is not an officer or director of Chai Trust and does not have voting or dispositive power over such shares. Mr. Zell disclaims beneficial ownership of such shares except to the extent of any pecuniary interest therein. |
(7) | Shares reported herein are beneficially owned by the SZ Kellie Trust ("SZKT"), of which Chai Trust Company, LLC ("Chai Trust") is the trustee. Mr. Zell is not an officer or director of Chai Trust and does not have voting or dispositive power over such shares. Mr. Zell disclaims beneficial ownership of such shares except to the extent of any pecuniary interest therein. |
(8) | Shares reported herein are beneficially owned by the SZ Matthew Trust ("SZMT"), of which Chai Trust Company, LLC ("Chai Trust") is the trustee. Mr. Zell is not an officer or director of Chai Trust and does not have voting or dispositive power over such shares. Mr. Zell disclaims beneficial ownership of such shares except to the extent of any pecuniary interest therein. |
(9) | Shares reported herein are beneficially owned by the Zell Family Foundation ("Foundation"). Mr. Zell is a director of the Foundation; however, Mr. Zell does not have voting or dispositive power over such shares, or any pecuniary interest therein, and therefore disclaims beneficial ownership of such shares. |
(10) | Represents share options which vested in approximately three equal installments on February 5, 2011, February 5, 2012 and February 5, 2013. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
ZELL SAMUEL TWO NORTH RIVERSIDE PLAZA, SUITE 600 CHICAGO, IL 60606 | X |
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| Chairman of the Board |
Signatures
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/s/ Samantha Thompson, Attorney-in-fact | | 12/5/2019 |
**Signature of Reporting Person | Date |
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