SEC Form 4
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*
EVANS STEPHEN O

(Last) (First) (Middle)
5825 E. STARLIGHT WAY

(Street)
PARADISE VALLEY AZ 85253

(City) (State) (Zip)
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) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
11/15/2006
4. If Amendment, Date of 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
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)
Code V Amount (A) or (D) Price
Common Shares of Beneficial Interest 14,340.75 D
Common Shares of Beneficial Interest 11/15/2006 C 30,000 A $0 30,000(1) I Evans Charitable Foundation
Common Shares of Beneficial Interest 100,000(2) I Evans Family LLC
Common Shares of Beneficial Interest 9,111(3) I SERP
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 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) $31.76 02/03/2005 02/03/2015 Common Shares of Beneficial Interest 1,581 1,581(4) D
Non-Qualified Stock Option (right to buy) $42.8 08/03/2006 02/03/2016 Common Shares of Beneficial Interest 2,964 2,964(5) D
Operating Partnership Units $0 11/15/2006 C(6) 30,000 12/23/1997 (7) Common Shares of Beneficial Interest 30,000(6) $0 0(7) I Evans Charitable Foundation
Operating Partnership Units $0 12/23/1997 08/08/1988 Common Shares of Beneficial Interest 35,550 35,550(8) I Evans Family LLC
Operating Partnership Units $0 12/23/1997 08/08/1988 Common Shares of Beneficial Interest 1,103,224 1,103,224(9) I EW Investments
Operating Partnership Units $0 12/23/1997 08/08/1988 Common Shares of Beneficial Interest 4 4(10) I Trust
Explanation of Responses:
1. Shares reported herein are beneficially owned by The Evans Charitable Foundation, a not-for-profit foundation, of which Mr. Evans serves as chairman.
2. Shares or OP Units reported on this line are beneficially owned by The Evans Family Limited Liability Company, of which Mr. Evans serves as the manager.
3. Shares reported herein are owned by the AST Trust Company, as Trustee of the Equity Residential Supplemental Retirement Plan for the benefit of the reporting person and were acquired through Equity Residential's Employee Share Purchase Plan.
4. Share options reported on this line will become exercisable in three equal installments on August 3, 2005; February 3, 2006 and February 3, 2007.
5. Share options reported on this line will become exercisable in three equal installments on August 3, 2006; February 3, 2007 and February 3, 2008.
6. The OP Units reported on this line are beneficially owned by the Evans Charitable Foundation (Foundation) of which Mr. Evans serves as chairman. Prior to their conversion, the OP Units were assigned on November 15, 2006 from EW Investments Limited Partnership to the Evans Family Revocable Living Trust, which in turn assigned the OP Units to the Foundation.
7. The OP Units are convertible into common shares on a one-for-one basis and have an expiration date of December 31, 2080.
8. Shares or OP Units reported on this line are beneficially owned by The Evans Family Limited Liability Company, of which Mr. Evans serves as the manager. The OP Units are convertible into common shares on a one-for-one basis and have an expiration date of December 31, 2080.
9. OP Units reported on this line are beneficially owned by EW Investments Limited Partnership (EW Investments), of which Mr. Evans serves as a general partner and has a 50% ownership interest. As such, Mr. Evans may be deemed the beneficial owner of approximately 50% of the common shares of the OP Units beneficially owned by EW Investments. Mr. Evans disclaims beneficial ownership of the other 50% interest in such common shares and OP Units, which are beneficially owned by other persons. The OP Units are convertible into common shares on a one-for-one basis and have an expiration date of December 31, 2080.
10. OP Units reported on this line are beneficially owned by The Evans Family Revocable Trust (Trust), of which Mr. Evans serves as the trustee. Prior to the conversion of the OP Units into shares The Evans Family Revocable Trust assigned all interest in the shares to Evans Holdings Limited Partnership (Evans Holdings), of which Mr. Evans is the president. The OP Units are convertible into common shares on a one-for-one basis and have an expiration date of December 31, 2080.
By: Barbara Shuman, Attorney-in-fact 11/17/2006
** 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).
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