SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Berry Adam W

(Last)

(First)

(Middle)

C/O ESSEX PROPERTY TRUST

1100 PARK PLACE, SUITE 200

(Street)

SAN MATEO

94403

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/06/2019

3. Issuer Name and Ticker or Trading Symbol
ESSEX PROPERTY TRUST, INC. [ ESS ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Co-Chief Investment Officer

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	2,597⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (Right to Purchase)⁽⁵⁾	12/08/2017	12/08/2026	Common Stock	14,053	$219.22	D
Stock Option (Right to Purchase)⁽⁶⁾	12/07/2018	12/07/2027	Common Stock	11,985	$240.61	D
Stock Option (Right to Purchase)⁽⁷⁾	12/06/2019	12/06/2028	Common Stock	10,005	$265.68	D
Operating Partnership Units	⁽⁸⁾	⁽⁸⁾	Common Stock	5,000	⁽⁸⁾	D
Series Z-1 Incentive Units	⁽⁹⁾	⁽⁹⁾	Operating Partnership Units	4,000	$1⁽⁹⁾	D
LTIP Units	⁽¹⁰⁾⁽¹¹⁾	⁽¹¹⁾	Common Stock	7,331⁽¹⁰⁾	⁽¹¹⁾	D

Explanation of Responses:

1. Includes 953 restricted stock units that are fully vested as of the grant date of December 8, 2016 but are subject to restrictions on transfer for the three-year period following the date of grant. In accordance with the applicable reporting requirements, the foregoing excludes 952 restricted stock units also granted on December 8, 2016 that may be earned subject to achievement of certain performance criteria based on the Issuer's relative total return to shareholders measured against an industry-specific index through December 8, 2019.

2. Includes 299 restricted stock units that are fully vested as of the grant date of December 7, 2017 but are subject to restrictions on transfer for the three-year period following the date of grant. In accordance with the applicable reporting requirements, the foregoing excludes 698 restricted stock units also granted on December 7, 2017 that may be earned subject to achievement of certain performance criteria based on the Issuer's relative total return to shareholders measured against an industry-specific index through December 7, 2020.

3. Includes 158 restricted stock units granted on December 7, 2017 that vest on December 7, 2020, subject to continued employment through such date. In accordance with the applicable reporting requirements, the foregoing excludes 369 restricted stock units also granted on December 7, 2017 that are scheduled to vest on December 7, 2020, subject to continued employment through such date and the achievement of certain performance criteria based on the Issuer's relative total return to shareholders measured against an industry-specific index through December 7, 2020.

4. Includes 299 restricted stock units that vested 100% on December 31, 2018 and are subject to restrictions on transfer for the three-year period following the grant date of December 7, 2017. In accordance with the applicable reporting requirements, the foregoing excludes 698 eligible restricted stock units also granted on December 7, 2017 that may be earned subject to achievement of certain performance criteria based on the Issuer's relative total return to shareholders measured against an industry-specific index through December 7, 2020.

5. 1/3 of these options vested on each of December 8, 2017 and December 8, 2018, and the remaining 1/3 will vest on December 8, 2019. Stock options are subject to a $100 cap upon exercise.

6. 1/3 of these options vested on December 7, 2018, and 1/3 on each anniversary thereafter ending on December 7, 2020. Stock options are subject to a $100 cap upon exercise.

7. 1/3 of these options will vest on each anniversary starting on December 6, 2019 and ending on December 6, 2021. Stock options are subject to a $100 cap upon exercise.

8. Operating Partnership limited partnership units ("OP Units") of Essex Portfolio, L.P. ("EPLP") were immediately exercisable upon issuance. OP Units may be exchanged for an equal number of shares of the Issuer's common stock on any date and have no expiration date.

9. Represents the grant of Series Z-1 Incentive Units of EPLP on December 6, 2011 in return for a capital contribution of $1 per unit. As of the filing date of this Form 3, the conversion ratchet percentage was 94%. The conversion ratchet percentage may increase up to 14% each year if certain defined criteria are met. These Z-1 Units generally will be convertible into OP Units at the earliest of a change in control or after the entire 2011 grant reaches a 100% conversion ratchet percentage. OP Units may be exchanged for an equal number of shares of the Issuer's common stock on any date and have no expiration date.

10. Includes an aggregate 4,458 LTIP Units that were granted on December 10, 2013 and December 9, 2014 that were earned and fully vested as of the filing date of this Form 3. Also includes 2,873 LTIP Units granted on December 9, 2014 that were earned on December 9, 2015 based on the achievement of certain performance criteria based on the Issuer's relative total return to shareholders measured against industry-specific indices through December 9, 2015. 20% of these 2,873 LTIP Units vested on each of the first four anniversaries of the grant date, starting on December 9, 2015, and the remaining 20% will vest on December 9, 2019, subject to continued employment through such date.

11. LTIP Units are generally not convertible into an equal number of OP Units without the consent of the Issuer until two years from the date of the grant. The right to convert LTIP Units into OP Units does not have expiration dates. OP Units may be exchanged for an equal number of shares of the Issuer's common stock on any date and have no expiration date.

Remarks:

Ex. 24 - Power of Attorney - Adam W. Berry

	/s/ John Farias, Attorney in Fact	06/06/2019
	** 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 5 (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).
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