Edgar Filing: EQUITY RESIDENTIAL

Ownership Submission

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

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

NEITHERCUT DAVID J

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
__X__ Officer (give title below)	_____ Other (specify below)
President & CEO

(Last)

(First)

(Middle)

TWO NORTH RIVERSIDE PLAZA, SUITE 400

3. Date of Earliest Transaction (Month/Day/Year)
02/05/2010

(Street)

CHICAGO, IL 60606

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Shares Of Beneficial Interest	12/24/2009		G	V	1,050	D	$ 0	21,180 ⁽¹⁾	I	Grantor Trust (fbo daughter)
Common Shares Of Beneficial Interest	12/24/2009		G	V	1,050	A	$ 0	190,229 ⁽²⁾	D
Common Shares Of Beneficial Interest	12/24/2009		G	V	1,050	D	$ 0	21,180 ⁽³⁾	I	Grantor Trust (fbo son)
Common Shares Of Beneficial Interest	12/24/2009		G	V	1,050	A	$ 0	191,279 ⁽²⁾	D
Common Shares Of Beneficial Interest	12/29/2009		G	V	78	D	$ 0	191,201 ⁽²⁾	D
Common Shares Of Beneficial Interest	12/29/2009		G	V	78	A	$ 0	21,258 ⁽¹⁾	I	Grantor Trust (fbo daughter)
Common Shares Of Beneficial Interest	12/29/2009		G	V	78	D	$ 0	191,123 ⁽²⁾	D
Common Shares Of Beneficial Interest	12/29/2009		G	V	78	A	$ 0	21,258 ⁽³⁾	I	Grantor Trust (fbo son)
Common Shares Of Beneficial Interest	12/31/2009		G	V	512	D	$ 0	190,611 ⁽²⁾	D
Common Shares Of Beneficial Interest	12/31/2009		G	V	512	A	$ 0	514 ⁽⁴⁾	I	Trust (fbo wife)
Common Shares Of Beneficial Interest	01/11/2010		G	V	512	D	$ 0	2 ⁽⁴⁾	I	Trust (fbo wife)
Common Shares Of Beneficial Interest	01/11/2010		G	V	512	A	$ 0	191,123 ⁽²⁾	D
Common Shares Of Beneficial Interest	02/05/2010		F		1,095 ⁽⁵⁾	D	$ 32.97	190,028 ⁽²⁾	D
Common Shares Of Beneficial Interest	02/08/2010		F		9,949 ⁽⁵⁾	D	$ 32.44	180,079 ⁽²⁾	D
Common Shares Of Beneficial Interest								2,194.9218 ⁽⁶⁾	I	401(k) Plan
Common Shares Of Beneficial Interest								2,874 ⁽⁷⁾	I	Family Limited Partnership
Common Shares Of Beneficial Interest								147,648.087 ⁽⁸⁾	I	SERP Account

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction 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
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Non-qualified Stock Option (Right to Buy)

$ 32.97

02/05/2010

201,382

⁽⁹⁾

02/05/2020

Common Shares Of Beneficial Interest

201,382

$ 0

201,382

LTIP Units

$ 0 ⁽¹⁰⁾

02/05/2010

37,747

⁽¹¹⁾

02/05/2020

Operating Partnership Units

37,747

$ 0.5

37,747

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
NEITHERCUT DAVID J TWO NORTH RIVERSIDE PLAZA, SUITE 400 CHICAGO, IL 60606	X		President & CEO

Signatures

s/ By: Yasmina Duwe, Attorney-in-fact		02/09/2010
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Represents shares beneficially owned by a trust for the benefit of the reporting person's daughter. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report is not an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.
(2)	Direct total includes restricted shares of the Company scheduled to vest in the future.
(3)	Represents shares beneficially owned by a trust for the benefit of the reporting person's son. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report is not an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.
(4)	Represents shares beneficially owned by a trust for the benefit of the reporting person's wife. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report is not an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.
(5)	Represents the withholding of shares for the payment of tax liability incurred upon the vesting of restricted shares.
(6)	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 through January 8, 2010.
(7)	Represents shares beneficially owned by a family limited partnership, of which the reporting person is the general partner.
(8)	Represents shares owned by Principal Trust Company, as Trustee of the Equity Residential Supplemental Executive Retirement Plan, for the benefit of the reporting person.
(9)	Represents share options scheduled to vest in approximately three equal installments on February 5, 2011, February 5, 2012 and February 5, 2013.
(10)	On February 5, 2010, the reporting person received a grant of restricted limited partnership interests ("LTIP Units") in ERP Operating Limited Partnership (the "Operating Partnership"), the operating partnership of Equity Residential (the "Company"), in lieu of restricted shares as part of the annual grant of long-term compensation. The reporting person made a payment to the Operating Partnership of $0.50 for each LTIP Unit awarded. The LTIP Units are a class of units of the Operating Partnership that, conditioned upon minimum allocations to the capital accounts of the LTIP Units for federal income tax purposes, are convertible by the holder into an equivalent number of OP Units of the Operating Partnership, which, subject to vesting, are redeemable 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.
(11)	The LTIP Units are scheduled to vest on February 5, 2013.

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