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 *

ZELL SAMUEL
2. Issuer Name and Ticker or Trading Symbol

EQUITY RESIDENTIAL [ EQR ]
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)
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 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)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
ZELL SAMUEL
TWO NORTH RIVERSIDE PLAZA, SUITE 600
CHICAGO, IL 60606
X

Chairman of the Board

Signatures
/s/ Samantha Thompson, Attorney-in-fact12/5/2019
**Signature of Reporting PersonDate

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