0001127602-18-001105.txt : 20180104 0001127602-18-001105.hdr.sgml : 20180104 20180104162102 ACCESSION NUMBER: 0001127602-18-001105 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20180101 FILED AS OF DATE: 20180104 DATE AS OF CHANGE: 20180104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Fenster Scott CENTRAL INDEX KEY: 0001722913 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-12252 FILM NUMBER: 18510379 MAIL ADDRESS: STREET 1: TWO NORTH RIVERSIDE PLAZA STREET 2: SUITE 400 CITY: CHICAGO STATE: IL ZIP: 60606 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: TWO NORTH RIVERSIDE PLAZA, SUITE 400 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 3129281178 MAIL ADDRESS: STREET 1: TWO NORTH RIVERSIDE PLAZA STREET 2: SUITE 400 CITY: CHICAGO STATE: IL ZIP: 60606 FORMER COMPANY: FORMER CONFORMED NAME: EQUITY RESIDENTIAL PROPERTIES TRUST DATE OF NAME CHANGE: 19930524 3 1 form3.xml PRIMARY DOCUMENT X0206 3 2018-01-01 0 0000906107 EQUITY RESIDENTIAL EQR 0001722913 Fenster Scott TWO NORTH RIVERSIDE PLAZA, SUITE 400 CHICAGO IL 60606 1 EVP & General Counsel Common Shares Of Beneficial Interest 9528 D Common Shares Of Beneficial Interest 261 I 401(k) Plan Non-qualified Stock Option (Right to Buy) 28.10 2020-02-05 Common Shares Of Beneficial Interest 500 D Non-qualified Stock Option (Right to Buy) 45.78 2021-02-07 Common Shares Of Beneficial Interest 2477 D Non-qualified Stock Option (Right to Buy) 51.34 2022-02-03 Common Shares Of Beneficial Interest 4118 D Non-qualified Stock Option (Right to Buy) 46.72 2023-02-07 Common Shares Of Beneficial Interest 3763 D Non-qualified Stock Option (Right to Buy) 48.13 2024-02-06 Common Shares Of Beneficial Interest 3512 D Non-qualified Stock Option (Right to Buy) 68.40 2025-02-05 Common Shares Of Beneficial Interest 2986 D Non-qualified Stock Option (Right to Buy) 60.76 2027-02-02 Common Shares Of Beneficial Interest 15957 D Restricted Units 2025-02-05 Common Shares Of Beneficial Interest 1819 D Restricted Units 2026-02-04 Common Shares Of Beneficial Interest 668 D Operating Partnership Units 0 Common Shares Of Beneficial Interest 9238 D Direct total includes restricted shares of Equity Residential (the "Company") scheduled to vest in the future. 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. Represents share options which vested on February 5, 2013. Represents share options which vested in approximately three equal installments on February 7, 2012, February 7, 2013 and February 7, 2014. Represents share options which vested in approximately three equal installments on February 3, 2013, February 3, 2014 and February 3, 2015. Represents share options which vested in approximately three equal installments on February 7, 2014, February 7, 2015 and February 7, 2016. Represents share options which vested in approximately three equal installments on February 6, 2015, February 6, 2016 and February 6, 2017. Represents share options scheduled to vest in approximately three equal installments on February 5, 2016, February 5, 2017 and February 5, 2018. Represents share options scheduled to vest in three equal installments on February 2, 2018, February 2, 2019 and February 2, 2020. The Restricted Units vested on February 5, 2015, the date of the grant, and remained subject to a two year hold until February 5, 2017. On February 5, 2015, the reporting person elected to receive a grant of restricted limited partnership interests ("Restricted Units") in ERP Operating Limited Partnership (the "Operating Partnership), the operating partnership of the Company, known as the "Series 2015B" Restricted Units, in connection with all or a portion of their performance bonus. Restricted Units are a class of partnership interest that automatically convert into an equal number of limited partnership interests of the Operating Partnership ("OP Units") when the capital account related to the Restricted Units reaches a specified target for federal income tax purposes (provided such target is reached within ten years of issuance). Subject to any vesting requirements of the grant and certain other restrictions, OP Units are exchangeable 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. The Restricted Units reflected in this report also include any OP Units into which such Restricted Units automatically convert. The Restricted Units are scheduled to vest on February 4, 2019. On February 4, 2016, the reporting person received a grant of Restricted Units in the Operating Partnership, known as the "Series 2016B" Restricted Units, in lieu of restricted shares of the Company as part of the Company's annual grant of long-term compensation. Restricted Units are a class of partnership interest that automatically convert into an equal number of OP Units when the capital account related to the Restricted Units reaches a specified target for federal income tax purposes (provided such target is reached within ten years of issuance). Subject to any vesting requirements of the grant and certain other restrictions, OP Units are exchangeable 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. The Restricted Units reflected in this report also include any OP Units into which such Restricted Units automatically convert. The OP Units reflected in this report are Restricted Units which have automatically converted to OP Units per their terms. 7,653 OP Units are fully vested, transferable and can be exchanged by the holder for common shares of the Company on a one-for-one basis or, at the Company's option, for the cash value of such shares. The remaining 1,585 OP Units remain subject to a two year hold until February 2, 2019 and are scheduled to vest on February 2, 2020. The OP Units do not have an expiration date. s/ By: Jane Matz, Attorney-in-fact 2018-01-04 EX-24 2 doc1.txt POWER OF ATTORNEY (PUBLIC): KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutesand appoints each of Jane D. Matz, Christopher A. Maher, and Samantha McHugh, signing singly, the undersigned?s true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned?s capacity as an officer and/or trustee of Equity Residential (the ?Company?), Forms 3, 4 and 5 (and any successor forms)in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder; (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5 (and any successor forms), complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and; (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact?s direction. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact?s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned?s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned?s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 1st day of January, 2018. /s/ Scott J. Fenster