-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HqWxnqQbSX7sUq46SPKZk5ISwUnVlgauDTj/5J8fWMO3DjQ3eSkRHEzKJFXzxA5z dR4H3c/IzEyhpT2Wv6mO9g== 0000906107-07-000034.txt : 20070302 0000906107-07-000034.hdr.sgml : 20070302 20070302174654 ACCESSION NUMBER: 0000906107-07-000034 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20070228 FILED AS OF DATE: 20070302 DATE AS OF CHANGE: 20070302 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: EQUITY RESIDENTIAL CENTRAL INDEX KEY: 0000906107 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 363877868 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: EQUITY RESIDENTIAL STREET 2: 2 N RIVERSIDE PLAZA, STE 400 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 3129281178 MAIL ADDRESS: STREET 1: TWO N RIVERSIDE PLAZA STREET 2: SUITE 450 CITY: CHICAGO STATE: IL ZIP: 60606 FORMER COMPANY: FORMER CONFORMED NAME: EQUITY RESIDENTIAL PROPERTIES TRUST DATE OF NAME CHANGE: 19930524 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ZELL SAMUEL CENTRAL INDEX KEY: 0001024193 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-12252 FILM NUMBER: 07669059 BUSINESS ADDRESS: STREET 1: TWO N RIVERSIDE PLAZA SUITE 600 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 3124540100 MAIL ADDRESS: STREET 1: TWO N RIVERSIDE PLAZA STREET 2: SUITE 600 CITY: CHICAGO STATE: IL ZIP: 60606 4 1 doc.xml PRIMARY DOCUMENT X0202 4 2007-02-28 0000906107 EQUITY RESIDENTIAL EQR 0001024193 ZELL SAMUEL TWO NORTH RIVERSIDE PLAZA SUITE 600 CHICAGO IL 60606 1 0 0 1 Chairman of the Board Common Shares of Beneficial Interest 904590 D Common Shares of Beneficial Interest 600 I By Spouse, Trustee for Helen Zell Revocable Trust Common Shares of Beneficial Interest 1206968 I Samstock, L.L.C. Common Shares of Beneficial Interest 22056 I Samuel Zell Revocable Trust Common Shares of Beneficial Interest 2007-02-28 4 A 0 2316 43.17 A 364750.911 I SERP Account Common Shares of Beneficial Interest 1246 I SZ JoAnn Trust Common Shares of Beneficial Interest 1246 I SZ Kellie Trust Common Shares of Beneficial Interest 1246 I SZ Matthew Trust Common Shares of Beneficial Interest 60000 I Zell Family Foundation Non-Qualified Stock Option (right to buy) 17.4375 1996-05-12 2004-05-12 Common Shares of Beneficial Interest 10000 10000 D Non-Qualified Stock Option (right to buy) 20.0938 2000-01-18 2009-01-18 Common Shares of Beneficial Interest 300000 300000 D Non-Qualified Stock Option (right to buy) 21.0625 2001-01-24 2010-01-24 Common Shares of Beneficial Interest 284866 284866 D Non-Qualified Stock Option (right to buy) 22.9688 2000-11-16 2010-05-16 Common Shares of Beneficial Interest 10000 10000 D Non-Qualified Stock Option (right to buy) 23.375 2001-05-17 2009-05-17 Common Shares of Beneficial Interest 10000 10000 D Non-Qualified Stock Option (right to buy) 23.55 2003-08-07 2013-02-07 Common Shares of Beneficial Interest 427632 427632 D Non-Qualified Stock Option (right to buy) 24.625 2000-05-14 2008-05-14 Common Shares of Beneficial Interest 10000 10000 D Non-Qualified Stock Option (right to buy) 25.3438 2001-01-07 2008-01-07 Common Shares of Beneficial Interest 600000 600000 D Non-Qualified Stock Option (right to buy) 25.844 2002-01-18 2011-01-18 Common Shares of Beneficial Interest 232154 232154 D Non-Qualified Stock Option (right to buy) 25.865 2001-11-15 2011-05-15 Common Shares of Beneficial Interest 10000 10000 D Non-Qualified Stock Option (right to buy) 27.2 2003-01-17 2012-01-17 Common Shares of Beneficial Interest 303716 303716 D Non-Qualified Stock Option (right to buy) 29.25 2004-01-27 2014-01-27 Common Shares of Beneficial Interest 359518 359518 D Non-Qualified Stock Option (right to buy) 31.76 2005-02-03 2015-02-03 Common Shares of Beneficial Interest 307770 307770 D Non-Qualified Stock Option (right to buy) 42.8 2007-02-03 2017-02-03 Common Shares of Beneficial Interest 192545 192545 D Non-Qualified Stock Option (right to buy) 53.5 2017-02-08 Common Shares of Beneficial Interest 129798 129798 D Operating Partnership Units 0 2002-01-10 2002-07-02 Common Shares of Beneficial Interest 1074514 1074514 I EGI Holdings, Inc. Operating Partnership Units 0 2002-01-10 2002-07-02 Common Shares of Beneficial Interest 1074512 1074512 I EGIL Investments, Inc. Operating Partnership Units 0 2002-01-10 2020-01-10 Common Shares of Beneficial Interest 1375288 1375288 I Samstock, L.L.C. Operating Partnership Units 0 2003-02-01 2013-02-01 Common Shares of Beneficial Interest 804 804 I Samstock/Alpha, LLC Operating Partnership Units 0 2002-01-10 2002-07-02 Common Shares of Beneficial Interest 400674 400674 I Samstock/SZRT, L.L.C. Operating Partnership Units 0 2002-01-10 2002-07-02 Common Shares of Beneficial Interest 652418 652418 I Samstock/ZFT, LLC Operating Partnership Units 0 2002-01-10 2002-07-02 Common Shares of Beneficial Interest 222340 222340 I Samstock/ZGPI, L.L.C. Operating Partnership Units 0 2002-01-10 2002-12-02 Common Shares of Beneficial Interest 62952 62952 I SZ Investments, LLC Share options reported on this line will become exercisable in three equal installments on February 3, 2006; February 3, 2007 and February 3, 2008. 154769 share options reported herein are currently exercisable; and 77,385 share options will become exercisable on January 18, 2004. 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. 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. 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. 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. 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. Share options reported on this line are fully exercisable. 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. Share options reported on this line are fully exercisable. Represents share options scheduled to vest in three equal installments on February 8, 2008, February 8, 2009 and February 8, 2010. Share options reported on this line are fully exercisable. Share options reported on this line become exercisable in three equal installments on February 3, 2007, February 3, 2008 and February 3, 2009. Share options reported on this line are fully exercisable. 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. 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. On February 6, 2007, First Capital Financial, L.L.C. made a pro rata distribution of all 62,952 Operating Partnership Units of the Issuer held by it to its sole Member, SZ Investments, L.L.C. OP Units reported herein are beneficially owned by 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. Direct total includes restricted shares. 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. 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. 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. 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. Share options reported on this line are fully exercisable. 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. Share options reported on this line are fully exercisable. 6,668 share options reported herein are currently exercisable; and 3,332 share options will become exercisable on May 15, 2003. 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. 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. Share options reported on this line will become exercisable in three equal installments on January 27, 2005; January 27, 2006 and January 27, 2007. 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. 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. Share options reported on this line are fully exercisable. By: Barbara Shuman, Attorney-in-fact 2007-03-02 -----END PRIVACY-ENHANCED MESSAGE-----