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*
NEITHERCUT DAVID J
(Last) (First) (Middle)
TWO NORTH RIVERSIDE PLAZA, SUITE 400
(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
X Officer (give title below) Other (specify below)
President & CEO
3. Date of Earliest Transaction (Month/Day/Year)
02/05/2010
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 12/24/2009 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
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) $32.97 02/05/2010 A 201,382 (9) 02/05/2020 Common Shares Of Beneficial Interest 201,382 $0 201,382 D
LTIP Units $0(10) 02/05/2010 A 37,747 (11) 02/05/2020 Operating Partnership Units 37,747 $0.5 37,747 D
Explanation of Responses:
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.
s/ By: Yasmina Duwe, Attorney-in-fact 02/09/2010
** 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.