David Helfand - 04 Mar 2025 Form 4 Insider Report for Equity Commonwealth

Role: President & CEO, Director
Signature: /s/ Orrin S. Shifrin, attorney-in-fact
Issuer symbol: N/A
Transactions as of: 04 Mar 2025
Net transactions value: -$267,374
Form type: 4
Filing time: 05 Mar 2025, 16:14:52 UTC
Previous filing: 24 Feb 2025
Next filing: 01 Jul 2025
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	EQC	Common Shares of Beneficial Interest	Options Exercise		+41,283	+3.6%		1,187,316	04 Mar 2025	Direct	F1
transaction	EQC	Common Shares of Beneficial Interest	Award		+219,448	+18%		1,406,764	04 Mar 2025	Direct	F1
transaction	EQC	Common Shares of Beneficial Interest	Tax liability	$267,374	-167,109	-12%	$1.60	1,239,655	04 Mar 2025	Direct	F2
holding	EQC	Common Shares of Beneficial Interest						290	04 Mar 2025	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		-41,283	-100%		0	04 Mar 2025	Common Shares of Beneficial Interest	41,283		Direct	F4, F5

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

Explanation of Responses:

Id	Content
F1	Reflects Common Shares of Beneficial Interest (each, a "Common Share") of Equity Commonwealth (the "Issuer") received by the Reporting Person in settlement of outstanding time-based or performance-based Restricted Share Units (each, an "RSU"), on a one for one basis, subject to the terms and conditions set forth in the Equity Commonwealth equity compensation plan (as amended, the "Equity Plan") and the applicable RSU agreement, due to the vesting of the RSUs as a result of the determination by the Issuer's Board of Trustees that a change in control event ("Change in Control") occurred under the terms of the Equity Plan upon the sale of the Issuer's last remaining property on February 25, 2025.
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 Plan and the applicable RSU agreement for the Reporting Person.
F5	RSUs previously granted, and reported on the Form 4 dated February 5, 2025, vested as a result of the determination by the Issuer's Board of Trustees that a Change in Control has occurred.