Orrin S. Shifrin - Feb 6, 2024 Form 4 Insider Report for Equity Commonwealth (EQC)

Role: EVP, Gen. Counsel & Secretary
Signature: /s/ Orrin S. Shifrin
Stock symbol: EQC
Transactions as of: Feb 6, 2024
Transactions value $: -$407,185
Form type: 4
Date filed: 2/8/2024, 04:18 PM
Previous 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		+18.7K	+10.57%		195K	Feb 6, 2024	See footnote	F1, F2
transaction	EQC	Common Shares of Beneficial Interest	Award		+18.8K	+9.62%		214K	Feb 6, 2024	See footnote	F1, F2
transaction	EQC	Common Shares of Beneficial Interest	Tax liability	-$407K	-21.6K	-10.07%	$18.88	193K	Feb 6, 2024	See footnote	F2, 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		-18.7K	-100%		0	Feb 6, 2024	Common Shares of Beneficial Interest	18.7K		See footnote	F2, F4, F5
transaction	EQC	Restricted Share Units	Award		+18.8K			18.8K	Feb 6, 2024	Common Shares of Beneficial Interest	18.8K		See footnote	F2, 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 restricted share unit 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	These shares/units, as applicable, are held by the Orrin S. Shifrin Revocable Trust, of which the Reporting Person is the trustee and a beneficiary.
F3	Reflects Common Shares surrendered to the Issuer to satisfy tax withholding obligations in connection with the vesting of restricted Common Shares and RSUs.
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 7, 2023, the Reporting Person received 37,352 RSUs as a result of certain performance criteria being met with respect to previously granted RSUs, vesting in two equal installments on February 7, 2023 and in February of 2024, 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 2025, subject to the Reporting Person's continued employment with Equity Commonwealth through such date.