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)
Director 10% Owner
X Officer (give title below) Other (specify below)
Executive Vice President
3. Date of Earliest Transaction (Month/Day/Year)
02/03/2005
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 02/03/2005 A(1) 34,713 A $31.76 106,340(2) D
Common Shares of Beneficial Interest 130,426(3) I SERP Account
Common Shares of Beneficial Interest 2,874(4) I Limited Partnership
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) $20.0938 01/18/2000 01/18/2009 Common Shares of Beneficial Interest 149,246 149,246(5) D
Non-Qualified Stock Option (right to buy) $20.75 01/28/2000 01/28/2007 Common Shares of Beneficial Interest 12,500 12,500(5) D
Non-Qualified Stock Option (right to buy) $21.0625 01/24/2001 01/24/2010 Common Shares of Beneficial Interest 65,282 65,282(5) D
Non-Qualified Stock Option (right to buy) $23.55 02/07/2004 02/07/2013 Common Shares of Beneficial Interest 100,987 100,987(6) D
Non-Qualified Stock Option (right to buy) $25.3438 01/07/2001 01/07/2008 Common Shares of Beneficial Interest 90,000 90,000(5) D
Non-Qualified Stock Option (right to buy) $25.844 01/18/2002 01/18/2011 Common Shares of Beneficial Interest 67,704 67,704(7) D
Non-Qualified Stock Option (right to buy) $27.2 01/16/2003 01/16/2012 Common Shares of Beneficial Interest 79,965 79,965(8) D
Non-Qualified Stock Option (right to buy) $27.6 07/11/2002 07/11/2011 Common Shares of Beneficial Interest 65,000 65,000(9) D
Non-Qualified Stock Option (right to buy) $29.25 01/27/2004 01/27/2014 Common Shares of Beneficial Interest 116,151 116,151(10) D
Non-Qualified Stock Option (right to buy) $31.76 02/03/2005 A 139,210 02/03/2005 02/03/2015 Common Shares of Beneficial Interest 139,210 $31.76 139,210(11) D
Explanation of Responses:
1. The Restricted shares reported in this grant are scheduled to vest on February 3, 2008.
2. Shares reported on this line are owned directly and some of the shares (including the shares which are subject to the grant award reported herein) are subject to vesting.
3. Shares reported herein are owned by The Security Trust Company, as Trustee of the Equity Residential Supplemental Retirement Plan for the benefit of the Reporting Person.
4. Shares reported on this line are benficially owned by the Benemi Partners, L.P., of which Mr. Neithercut is the general partner.
5. Share options reported on this line are fully exercisable.
6. 33,662 share options reported herein will become exercisable on February 7, 2004; 33,662 share options will become exercisable on February 7, 2005; 33,663 share options will become exercisable on February 7, 2006.
7. 45,136 share options reported herein are currently exercisable; and 22,568 share options will become exercisable on January 18, 2004.
8. 26,655 share options reported herein are currently exercisable; 26,655 share options will become exercisable on January 16, 2004; and 26,655 share options will become exercisable on January 16, 2005.
9. One-third of the share options reported on this line are exercisable; one-third will become exercisable on July 11, 2003; and one-third will become exercisable on July 11, 2004.
10. Share options reported on this line will become exercisable in three equal installments on January 27, 2005; January 27, 2006 and January 27, 2007.
11. Share options reported on this line will become exercisable in three equal installments on February 3, 2006; February 3, 2007 and February 3, 2008.
David J Neithercut 02/07/2005
** 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.