FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
EQUITY RESIDENTIAL [ EQR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/27/2004 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Shares of Beneficial Interest | 01/27/2004 | A(1) | 83,333 | A | $29.25 | 506,010 | D | |||
Common Shares of Beneficial Interest | 60,000(2) | I | Zell Family Foundation | |||||||
Common Shares of Beneficial Interest | 136,941(3) | I | SERP Account | |||||||
Common Shares of Beneficial Interest | 22,056(4) | I | Samuel Zell Revocable Trust | |||||||
Common Shares of Beneficial Interest | 1,206,968(5) | I | Samstock, L.L.C. | |||||||
Common Shares of Beneficial Interest | 600(6) | I | By Spouse, Trustee for Helen Zell Revocable Trust |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 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: 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) | $14.625 | 05/10/1997 | 05/10/2005 | Common Shares of Beneficial Interest | 10,000 | 10,000(7) | D | ||||||||
Non-Qualified Stock Option (right to buy) | $15.1875 | 02/26/1999 | 02/26/2006 | Common Shares of Beneficial Interest | 200,000 | 200,000(7) | D | ||||||||
Non-Qualified Stock Option (right to buy) | $16.375 | 05/10/1998 | 05/10/2006 | Common Shares of Beneficial Interest | 10,000 | 10,000(7) | D | ||||||||
Non-Qualified Stock Option (right to buy) | $17.4375 | 05/12/1996 | 05/12/2004 | Common Shares of Beneficial Interest | 10,000 | 10,000(7) | D | ||||||||
Non-Qualified Stock Option (right to buy) | $20.0938 | 01/18/2000 | 01/18/2009 | Common Shares of Beneficial Interest | 300,000 | 300,000(7) | D | ||||||||
Non-Qualified Stock Option (right to buy) | $20.75 | 01/28/2000 | 01/28/2007 | Common Shares of Beneficial Interest | 200,000 | 200,000(7) | D | ||||||||
Non-Qualified Stock Option (right to buy) | $21.0625 | 01/24/2001 | 01/24/2010 | Common Shares of Beneficial Interest | 284,866 | 284,866(7) | D | ||||||||
Non-Qualified Stock Option (right to buy) | $22.9688 | 11/16/2000 | 05/16/2010 | Common Shares of Beneficial Interest | 10,000 | 10,000(7) | D | ||||||||
Non-Qualified Stock Option (right to buy) | $23.375 | 05/17/2001 | 05/17/2009 | Common Shares of Beneficial Interest | 10,000 | 10,000(7) | D | ||||||||
Non-Qualified Stock Option (right to buy) | $23.55 | 08/07/2003 | 02/07/2013 | Common Shares of Beneficial Interest | 427,632 | 427,632(8) | D | ||||||||
Non-Qualified Stock Option (right to buy) | $24.625 | 05/14/2000 | 05/14/2008 | Common Shares of Beneficial Interest | 10,000 | 10,000(7) | D | ||||||||
Non-Qualified Stock Option (right to buy) | $25.3438 | 01/07/2001 | 01/07/2008 | Common Shares of Beneficial Interest | 600,000 | 600,000(7) | D | ||||||||
Non-Qualified Stock Option (right to buy) | $25.75 | 08/04/1999 | 08/04/2007 | Common Shares of Beneficial Interest | 10,000 | 10,000(7) | D | ||||||||
Non-Qualified Stock Option (right to buy) | $25.844 | 01/18/2002 | 01/18/2011 | Common Shares of Beneficial Interest | 232,154 | 232,154(9) | D | ||||||||
Non-Qualified Stock Option (right to buy) | $25.865 | 11/15/2001 | 05/15/2011 | Common Shares of Beneficial Interest | 10,000 | 10,000(10) | D | ||||||||
Non-Qualified Stock Option (right to buy) | $27.2 | 01/17/2003 | 01/17/2012 | Common Shares of Beneficial Interest | 303,716 | 303,716(11) | D | ||||||||
Non-Qualified Stock Option (right to buy) | $29.25 | 01/27/2004 | A | 359,518 | 01/27/2004 | 01/27/2014 | Common Shares of Beneficial Interest | 359,518 | $29.25 | 359,518(12) | D | ||||
Operating Partnership Units | $0 | 01/10/2002 | 07/02/2002 | Common Shares of Beneficial Interest | 1,074,514 | 1,074,514(13) | I | EGI Holdings, Inc. | |||||||
Operating Partnership Units | $0 | 01/10/2002 | 07/02/2002 | Common Shares of Beneficial Interest | 1,074,512 | 1,074,512(14) | I | EGIL Investments, Inc. | |||||||
Operating Partnership Units | $0 | 01/10/2002 | 07/02/2002 | Common Shares of Beneficial Interest | 222,340 | 222,340(15) | I | Samstock/ZGPI, L.L.C. | |||||||
Operating Partnership Units | $0 | 01/10/2002 | 07/02/2002 | Common Shares of Beneficial Interest | 652,418 | 652,418(16) | I | Samstock/ZFT, LLC | |||||||
Operating Partnership Units | $0 | 01/10/2002 | 01/10/2020 | Common Shares of Beneficial Interest | 1,375,690 | 1,375,690(5) | I | Samstock, L.L.C. | |||||||
Operating Partnership Units | $0 | 01/10/2002 | 07/02/2002 | Common Shares of Beneficial Interest | 400,674 | 400,674(17) | I | Samstock/SZRT, L.L.C. | |||||||
Operating Partnership Units | $0 | 01/10/2002 | 12/02/2002 | Common Shares of Beneficial Interest | 62,952 | 62,952(4) | I | First Capital Financial, LLC | |||||||
Operating Partnership Units | $0 | 02/01/2003 | 02/01/2013 | Common Shares of Beneficial Interest | 402 | 402(18) | I | Samstock/Alpha, LLC |
Explanation of Responses: |
1. The Restricted shares reported in this grant are scheduled to vest on January 27, 2007. |
2. Shares reported herein are beneficially owned by the Zell Family Foundation, an Illinois not-for-profit corporation ("Foundation"). Mr. Zell is a director and sole member of the Foundation and may be deemed to be the beneficial owner of the shares reported herein. Mr. Zell disclaims beneficial ownership of the shares reported herein . |
3. Shares reported herein are owned by The Security Trust Company, as Trustee of the Equity Residential Properties Trust Supplemental Retirement Plan for the benefit of the Reporting Person and were acquired through Equity Residential Properties Trust's Employee Share Purchase Plan. |
4. Shares or OP Units reported herein are beneficially owned by First Capital Financial, LLC ("First Capital"). Mr. Zell is a managing member of First Capital and, as such, may be deemed to be the beneficial owner of the shares or OP Units reported herein. |
5. Shares or OP Units reported herein are beneficially owned by Samstock, L.L.C., a Delaware limited liability company ("Samstock"). The sole member of Samstock is SZ Investments, L.L.C., a Delaware limited liability company ("SZ"). The sole managing member of SZ is Zell General Partnership, Inc. ("Zell GP"). Mr. Zell is the sole director and trustee and beneficiary of the sole stockholder of Zell GP and, as such, may be deemed the beneficial owner of the shares or OP units reported herein. |
6. The Shares reported herein are beneficially owned by the Helen Zell Revocable Trust ("HZRT"). Samuel Zell's spouse, Helen Zell, is the trustee of the HZRT. Samuel Zell disclaims beneficial ownership of the shares reported as beneficially owned by him except to the extent of his pecuniary interest therein. |
7. Share options reported on this line are fully exercisable. |
8. 142,544 share options reported herein will become exercisable on August 7, 2003; 142,544 share options will become exercisable on February 7, 2004; and 142,544 share options will become exercisable on February 7, 2005. |
9. 154769 share options reported herein are currently exercisable; and 77,385 share options will become exercisable on January 18, 2004. |
10. 6,668 share options reported herein are currently exercisable; and 3,332 share options will become exercisable on May 15, 2003. |
11. 102,906 share options reported herein are exercisable; 101,238 share options will become exercisable on January 17, 2004; and 99,572 share options will become exercisable January 17, 2005. |
12. Share options reported on this line will become exercisable in three equal installments on January 27, 2005; January 27, 2006 and January 27, 2007. |
13. OP Units reported herein are beneficially owned by EGI Holdings, Inc.. Under a stockholder's agreement dated December 31, 1999 among certain Zell family trusts and certain Robert Lurie family trusts, the Zell trusts have the power to vote and dispose of the common shares and OP Units beneficially owned by EGI Holdings, Inc.. |
14. OP Units reported herein are beneficially owned by EGIL Investments, Inc.. Under a stockholder agreement dated December 31, 1999 among certain Zell family trusts and certain Robert Lurie family trusts, the Lurie family trusts have the power to vote and to dispose of the shares and OP Units beneficially owned by EGIL Investments, Inc.. |
15. OP Units reported herein are beneficially owned by Samstock/ZGPI, L.L.C., a Delaware limited liability company. The sole member of Samstock/ZGPI, L.L.C. is Zell General Partnership, Inc. The sole shareholder of Zell General Partnership, Inc. is the Samuel Zell Revocable Trust under trust agreement dated January 17, 1990. Mr. Zell is trustee and beneficiary of the Samuel Zell Revocable Trust and, as such, Mr. Zell may be deemed the beneficial owner of the OP Units reported herein. |
16. OP units reported herein are beneficially owned by Samstock/ZFT, L.L.C., a delaware limited liability company. The sole member of Samstock/ZFT, L.L.C. is the ZFT Partnership, an Illinois general partnership. The general partners of ZFT Partnership are trusts created for the benefit of Mr. Zell and his family and, as such, Mr, Zell may be deemed to be the beneficial owner of the OP units reported herein. |
17. OP Units reported herein are beneficially owned by Samstock/SZRT, L.L.C., a Delaware limited liability company. The sole member of Samstock/SZRT, L.L.C. is the Samuel Zell Revocable Trust, under trust agreement dated January 17, 1990. 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 OP units reported herein. |
18. OP Units reported herein are beneficially owned by Samstock/Alpha, LLC, a Delaware limited liability company. The sole member of Samstock/Alpha, LLC is Alphabet Partners. The general partners of Alphabet Partners are trusts created for ther benefit of Mr. Zell and his family and, as such, Mr. Zell may be deemed to be the beneficial owner of the OP Units reported herein. |
Samuel Zell | 01/29/2004 | |
** 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 Number. |