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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* ZELL SAMUEL (Last) (First) (Middle) TWO NORTH RIVERSIDE PLAZA SUITE 600 (Street) CHICAGO IL 60606 (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) X Other (specify below) Chairman of the Board
	3. Date of Earliest Transaction (Month/Day/Year) 12/08/2006
	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	12/08/2006		M		200,000	A	$20.75	849,030	D
Common Shares of Beneficial Interest	12/08/2006		M		10,000	A	$25.75	859,030	D
Common Shares of Beneficial Interest								600(1)	I	By Spouse, Trustee for Helen Zell Revocable Trust
Common Shares of Beneficial Interest								1,206,968(2)	I	Samstock, L.L.C.
Common Shares of Beneficial Interest								22,056(3)	I	Samuel Zell Revocable Trust
Common Shares of Beneficial Interest								362,434.911(4)	I	SERP Account
Common Shares of Beneficial Interest								1,246(5)	I	SZ JoAnn Trust
Common Shares of Beneficial Interest								1,246(6)	I	SZ Kellie Trust
Common Shares of Beneficial Interest								1,246(7)	I	SZ Matthew Trust
Common Shares of Beneficial Interest								60,000(8)	I	Zell Family Foundation

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)	$17.4375							05/12/1996	05/12/2004	Common Shares of Beneficial Interest	10,000		10,000(9)	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(10)	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(11)	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(12)	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(13)	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(14)	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(15)	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(16)	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(17)	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(18)	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(19)	D
Non-Qualified Stock Option (right to buy)	$29.25							01/27/2004	01/27/2014	Common Shares of Beneficial Interest	359,518		359,518(20)	D
Non-Qualified Stock Option (right to buy)	$31.76							02/03/2005	02/03/2015	Common Shares of Beneficial Interest	307,770		307,770(21)	D
Non-Qualified Stock Option (right to buy)	$42.8							02/03/2007	02/03/2017	Common Shares of Beneficial Interest	192,545		192,545(22)	D
Non-Qualified Stock Option (right to buy)	$20.75	12/08/2006		M			200,000	01/28/2000	01/28/2007	Common Shares of Beneficial Interest	200,000	$20.75	0(23)	D
Non-Qualified Stock Option (right to buy)	$25.75	12/08/2006		M			10,000	08/04/1999	08/04/2007	Common Shares of Beneficial Interest	10,000	$25.75	0(24)	D
Operating Partnership Units	$0							01/10/2002	07/02/2002	Common Shares of Beneficial Interest	1,074,514		1,074,514(25)	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(26)	I	EGIL Investments, Inc.
Operating Partnership Units	$0							01/10/2002	12/02/2002	Common Shares of Beneficial Interest	62,952		62,952(27)	I	First Capital Financial, LLC
Operating Partnership Units	$0							01/10/2002	01/10/2020	Common Shares of Beneficial Interest	1,375,288		1,375,288(28)	I	Samstock, L.L.C.
Operating Partnership Units	$0							02/01/2003	02/01/2013	Common Shares of Beneficial Interest	804		804(29)	I	Samstock/Alpha, LLC
Operating Partnership Units	$0							01/10/2002	07/02/2002	Common Shares of Beneficial Interest	400,674		400,674(30)	I	Samstock/SZRT, L.L.C.
Operating Partnership Units	$0							01/10/2002	07/02/2002	Common Shares of Beneficial Interest	652,418		652,418(31)	I	Samstock/ZFT, LLC
Operating Partnership Units	$0							01/10/2002	07/02/2002	Common Shares of Beneficial Interest	222,340		222,340(32)	I	Samstock/ZGPI, L.L.C.

Explanation of Responses:

1. 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.

2. 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 Zell General Partnership, Inc. (Zell GP). Sam Investment Trust (SIT) is the sole stockholder of Zell GP, and Chai Trust Company, L.L.C. (Chai Trust) is the trustee of SIT. 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 his pecuniary interest therein.

3. 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.

4. 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.

5. On December 10, 2004 the Units reported on this line were converted into Shares on a one-for-one basis and assigned to the SZ JoAnn Trust (SZJT) at the closing market price of $35.88 per share. Shares reported herein are beneficially owned by SZJT, of which Chai Trust is the sole 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 is beneficiary of the SZJT and, as such, Mr. Zell may be deemed the beneficial owner of the shares reported herein.

6. On December 10, 2004 the Units reported on this line were converted into Shares on a one-for-one basis and assigned to the SZ Kellie Trust (SZKT) at the closing market price of $35.88 per share. Shares reported herein are beneficially owned by SZKT, of which Chai Trust is the sole 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 is beneficiary of the SZKT and, as such, Mr. Zell may be deemed the beneficial owner of the shares reported herein.

7. On December 10, 2004 the Units reported on this line were converted into Shares on a one-for-one basis and assigned to the SZ Matthew Trust (SZMT) at the closing market price of $35.88 per share. Shares reported herein are beneficially owned by SZMT, of which Chai Trust is the sole 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 is beneficiary of the SZMT and, as such, Mr. Zell may be deemed the beneficial owner of the shares reported herein.

8. Shares reported herein are beneficially owned by the Zell Family Foundation (Foundation). Mr. Zell is a director of the Foundation, and does not have a pecuniary interest in such shares.

9. Share options reported on this line are fully exercisable.

10. Share options reported on this line are fully exercisable.

11. Share options reported on this line are fully exercisable.

12. Share options reported on this line are fully exercisable.

13. Share options reported on this line are fully exercisable.

14. 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.

15. Share options reported on this line are fully exercisable.

16. Share options reported on this line are fully exercisable.

17. 154769 share options reported herein are currently exercisable; and 77,385 share options will become exercisable on January 18, 2004.

18. 6,668 share options reported herein are currently exercisable; and 3,332 share options will become exercisable on May 15, 2003.

19. 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.

20. Share options reported on this line will become exercisable in three equal installments on January 27, 2005; January 27, 2006 and January 27, 2007.

21. Share options reported on this line will become exercisable in three equal installments on February 3, 2006; February 3, 2007 and February 3, 2008.

22. Share options reported on this line become exercisable in three equal installments on February 3, 2007, February 3, 2008 and February 3, 2009.

23. Share options reported on this line are fully exercisable.

24. Share options reported on this line are fully exercisable.

25. OP Units reported herein are beneficially owned by EGI Holdings, Inc. Under a stockholder's agreement dated December 31, 1999 among certain trusts established for the benefit of the family of Mr. Zell (the Zell Trusts) and certain trusts established for the benefit of the family of Ann and Robert Lurie (the Lurie Trusts), the Zell Trusts have the power to vote and dispose of the OP Units beneficially owned by EGI Holdings, Inc. Chai Trust is the trustee of such Zell Trusts. Mr. Zell is not an officer or director of Chai Trust and does not have voting or dispositive power over such OP Units. Mr. Zell disclaims beneficial ownership of such OP Units except to the extent of his pecuniary interest therein.

26. OP Units reported herein are beneficially owned by EGIL Investments, Inc.. Under a stockholder agreement dated December 31, 1999 among the Zell Trusts and the Lurie Trusts, the Lurie Trusts have the power to vote and dispose of the OP Units beneficially owned by EGIL Investments, Inc. Mr. Zell disclaims beneficial ownership of such OP Units except to the extent of his pecuniary interest therein.

27. OP Units reported herein are beneficially owned by First Capital Financial, L.L.C. (First Capital). The managing member of First Capital is SZ, the sole member of which is Zell GP. SIT is the sole stockholder of Zell GP, and Chai Trust is the trustee of SIT. Mr. Zell is not an officer or director of Chai Trust and does not have voting or dispositive power over such OP Units. Mr. Zell disclaims beneficial ownership of such OP Units except to the extent of his pecuniary interest therein.

28. 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 Zell General Partnership, Inc. (Zell GP). Sam Investment Trust (SIT) is the sole stockholder of Zell GP, and Chai Trust Company, L.L.C. (Chai Trust) is the trustee of SIT. 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 his pecuniary interest therein.

29. OP Units reported herein are beneficially owned by Samstock/Alpha, L.L.C. Sole member of Samstock/Alpha, L.L.C. is Alphabet Partners. The general partners of Alphabet Partners are certain Zell Trusts, the trustee of which is Chai Trust. Mr. Zell is not an officer or director of Chai Trust and does not have voting or dispositive power over such OP Units. Mr. Zell disclaims beneficial ownership of such OP Units except to the extent of his pecuniary interest therein.

30. OP Units reported herein are beneficially owned by Samstock/SZRT, L.L.C. 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.

31. OP units reported herein are beneficially owned by Samstock/ZFT, L.L.C. The sole member of Samstock/ZFT, L.L.C. is ZFT Partnership. The general partners of ZFT Partnership are certain Zell Trusts, the trustee of which is Chai Trust. Mr. Zell is not an officer or director of Chai Trust and does not have voting or dispositive power over such OP Units. Mr. Zell disclaims beneficial ownership of such OP Units except to the extent of his pecuniary interest therein.

32. OP Units reported herein are beneficially owned by Samstock/ZGPI, L.L.C. The sole member of Samstock/ZGPI, L.L.C. is Zell GP. SIT is the sole stockholder of Zell GP, and Chai Trust is the trustee of SIT. Mr. Zell is not an officer or director of Chai Trust and does not have voting or dispositive power over such OP Units. Mr. Zell disclaims beneficial ownership of such OP Units except to the extent of his pecuniary interest therein.

	By: Barbara Shuman, Attorney-in-fact	12/11/2006
	** 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).
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