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 *

Fenster Scott
2. Issuer Name and Ticker or Trading Symbol

EQUITY RESIDENTIAL [ EQR ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
EVP & General Counsel
(Last)          (First)          (Middle)

TWO NORTH RIVERSIDE PLAZA, SUITE 400
3. Date of Earliest Transaction (MM/DD/YYYY)

8/27/2019
(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  8/27/2019    M    2118  A $51.34  15288 (1) D   
Common Shares Of Beneficial Interest  8/27/2019    S    2118  D $84.12 (2) 13170 (1) D   
Common Shares Of Beneficial Interest                 276 (3) I  401(k) Plan 

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
Non-qualified Stock Option (Right to Buy)  $51.34  8/27/2019    M        2118    (4) 2/3/2022  Common Shares Of Beneficial Interest  2118  $0  2000  D   

Explanation of Responses:
(1)  Direct total includes restricted shares of Equity Residential scheduled to vest in the future.
(2)  The price represents the weighted average price of the shares sold. The shares were sold within a range of $84.12 to $84.13. 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.
(3)  Represents shares acquired through profit sharing contributions and dividend reinvestment activity in the reporting person's account with the Equity Residential Advantage 401(k) Retirement Savings Plan, a plan qualified under Section 401(k) of the Internal Revenue Code of 1986, as amended. Such shares represent acquisitions acquired through July 15, 2019.
(4)  Represents share options which vested in approximately three equal installments on February 3, 2013, February 3, 2014 and February 3, 2015.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Fenster Scott
TWO NORTH RIVERSIDE PLAZA, SUITE 400
CHICAGO, IL 60606


EVP & General Counsel

Signatures
/s/ Samantha Thompson, Attorney-in-fact 8/29/2019
**Signature of Reporting Person Date


Equity Residential (NYSE:EQR)
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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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