David Helfand - Feb 7, 2023 Form 4 Insider Report for Equity Commonwealth (EQC)

Role: President & CEO, Director
Signature: /s/ Orrin S. Shifrin, attorney-in-fact
Stock symbol: EQC
Transactions as of: Feb 7, 2023
Transactions value $: -$1,272,717
Form type: 4
Date filed: 2/8/2023, 03:53 PM
Previous filing: Jan 27, 2023
Next filing: Jan 30, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	EQC	Common Shares of Beneficial Interest	Options Exercise		+29.5K	+3.08%		989K	Feb 7, 2023	Direct	F1
transaction	EQC	Common Shares of Beneficial Interest	Award		+57.8K	+5.84%		1.05M	Feb 7, 2023	Direct	F1
transaction	EQC	Common Shares of Beneficial Interest	Tax liability	-$1.27M	-50.3K	-4.81%	$25.30	996K	Feb 7, 2023	Direct	F2
holding	EQC	Common Shares of Beneficial Interest						290	Feb 7, 2023	See footnote	F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	EQC	Restricted Share Units	Options Exercise		-29.5K	-100%		0	Feb 7, 2023	Common Shares of Beneficial Interest	29.5K		Direct	F4, F5
transaction	EQC	Restricted Share Units	Award		+57.8K			57.8K	Feb 7, 2023	Common Shares of Beneficial Interest	57.8K		Direct	F4, F6

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Each Common Share of Beneficial Interest of Equity Commonwealth ("Common Share") was received in exchange for one Restricted Share Unit ("RSU"), subject to the terms and conditions set forth in the applicable Equity Commonwealth equity compensation plan and the applicable RSU agreement for the Reporting Person. Reflects Common Shares that were issued to the Reporting Person as a result of certain performance criteria being met with respect to previously granted RSUs and a portion of such RSUs vesting on the Transaction Date.
F2	Reflects Common Shares surrendered to the Issuer to satisfy tax withholding obligations in connection with the vesting of restricted Common Shares and RSUs.
F3	These shares are held by EGI-CW Holdings, L.L.C. ("EGI-CW"). The Reporting Person is a member of EGI-Fund (14-16) Investors, L.L.C. ("EGI-Fund (14-16)"), which is a member of EGI-CW. The shares reported represent only the number of shares in which the Reporting Person has a pecuniary interest in accordance with his proportionate interest in EGI-Fund (14-16).
F4	Each RSU represents the right to receive one Common Share, subject to the terms and conditions set forth in the applicable Equity Commonwealth equity compensation plan and the applicable RSU agreement for the Reporting Person.
F5	On February 9, 2022, the Reporting Person received 59,017 RSUs as a result of certain performance criteria being met with respect to previously granted RSUs, vesting in two equal installments on February 9, 2022 and in February of 2023, subject to the Reporting Person's continued employment with Equity Commonwealth through such date.
F6	Reflects RSUs that were issued to the Reporting Person as a result of certain performance criteria being met with respect to previously granted RSUs. These RSUs will vest in February of 2024, subject to the Reporting Person's continued employment with Equity Commonwealth through such date.