SEC FORM 4

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)

TWO NORTH RIVERSIDE PLAZA, SUITE 400

(Street)

CHICAGO

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)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/08/2008

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Shares of Beneficial Interest								18,873.4942⁽¹⁾	D
Common Shares of Beneficial Interest								264.4447⁽²⁾	I	401(k) Plan
Common Shares of Beneficial Interest								30,000⁽³⁾	I	Evans Charitable Foundation
Common Shares of Beneficial Interest	12/08/2008		C		49,000	A	$0	149,000⁽⁴⁾	I	Evans Family LLC
Common Shares of Beneficial Interest	12/08/2008		S		49,000	D	$32.9629⁽⁵⁾	100,000⁽⁴⁾	I	Evans Family LLC
Common Shares of Beneficial Interest								14,530.9348⁽⁶⁾	I	SERP
Common Shares of Beneficial Interest	12/08/2008		C		151,504	A	$0	151,504⁽⁷⁾	I	Trust
Common Shares of Beneficial Interest	12/08/2008		S		151,500	D	$32.9629⁽⁸⁾	4⁽⁷⁾	I	Trust

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Operating Partnership Units	$0	12/08/2008		G		49,000		12/23/1997	⁽¹²⁾	Common Shares of Beneficial Interest	49,000	$0	84,550⁽⁹⁾	I	Evans Family LLC
Operating Partnership Units	$0	12/08/2008		C			49,000	12/23/1997	⁽¹²⁾	Common Shares of Beneficial Interest	49,000	$0	35,550⁽⁹⁾	I	Evans Family LLC
Operating Partnership Units	$0	12/08/2008		G			151,500	12/23/1997	⁽¹²⁾	Common Shares of Beneficial Interest	151,500	$0	951,724⁽¹⁰⁾	I	EW Investments
Operating Partnership Units	$0	12/08/2008		G			49,000	12/23/1997	⁽¹²⁾	Common Shares of Beneficial Interest	49,000	$0	902,724⁽¹⁰⁾	I	EW Investments
Operating Partnership Units	$0	12/08/2008		G		151,500		12/23/1997	⁽¹²⁾	Common Shares of Beneficial Interest	151,500	$0	151,504⁽¹¹⁾	I	Trust
Operating Partnership Units	$0	12/08/2008		C			151,504	12/23/1997	⁽¹²⁾	Common Shares of Beneficial Interest	151,504	$0	0⁽¹¹⁾	I	Trust

Explanation of Responses:

1. Direct total includes restricted shares of the Company scheduled to vest in the future along with shares acquired through dividend reinvestments.

2. 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 October 13, 2008.

3. Represents shares beneficially owned by The Evans Charitable Foundation, a not-for-profit foundation, of which Mr. Evans serves as chairman. Mr. Evans disclaims beneficial ownership of such shares owned by The Evans Charitable Foundation, except to the extent of his pecuniary interest therein.

4. Represents shares beneficially owned by The Evans Family Limited Liability Company ("Evans Family LLC"), of which Mr. Evans serves as the manager. Mr. Evans disclaims benefical ownership of such shares owned by the Evans Family LLC, except to the extent of his pecuniary interest therein.

5. The price represents the weighted average price of the shares sold. The shares were sold within a range of $32.44 to $33.00. The reporting person will provide, upon request by the SEC staff, the issuer, or any security holder of the issuer, full information regarding the number of shares sold at each separate price.

6. Represents shares owned by AST Trust Company, as Trustee of the Equity Residential Supplemental Executive Retirement Plan, for the benefit of the reporting person, and includes shares acquired through dividend reinvestments.

7. Represents shares beneficially owned by The Evans Family Revocable Trust (the "Trust"), of which Mr. Evans serves as the trustee. Mr. Evans disclaims beneficial ownership of such shares owned by the Trust, except to the extent of his pecuniary interest therein.

8. The price represents the weighted average price of the shares sold. The shares were sold within a range of $32.44 to $33.20. The reporting person will provide, upon request by the SEC staff, the issuer, or any security holder of the issuer, full information regarding the number of shares sold at each separate price.

9. The Operating Partnership Units (OP Units) reported on this line are beneficially owned by The Evans Family Limited Liability Company ("Evans Family LLC"), of which Mr. Evans serves as the manager. The OP Units are convertible into common shares on a one-for-one basis. Mr. Evans disclaims beneficial ownership of such OP Units owned by the Evans Family LLC, except to the extent of his pecuniary interest therein.

10. The Operating Partnership Units (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. The OP Units are convertible into common shares on a one-for-one basis. Mr. Evans disclaims beneficial ownership of such OP Units owned by EW Investments, except to the extent of his pecuniary interest therein.

11. The Operating Partnership Units (OP Units) reported on this line are beneficially owned by The Evans Family Revocable Trust (the "Trust"), of which Mr. Evans serves as the trustee. The OP Units are convertible into common shares on a one-for-one basis. Mr. Evans disclaims beneficial ownership of such OP Units owned by the Trust, except to the extent of his pecuniary interest therein.

12. There is no expiration date.

	s/ By: Yasmina Duwe, Attorney-in-fact	12/10/2008
	** 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.
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