Mark S. Shapiro - Jun 17, 2021 Form 4 Insider Report for EQUITY RESIDENTIAL (EQR)

Role: Director
Signature: /s/ Samantha Thompson, Attorney-in-fact
Stock symbol: EQR
Transactions as of: Jun 17, 2021
Transactions value $: $0
Form type: 4
Date filed: 6/21/2021, 04:35 PM
Previous filing: Jun 16, 2021
Next filing: Feb 24, 2022

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	EQR	Restricted Units	Award	$0	+2.15K		$0.00	2.15K	Jun 17, 2021	Common Shares Of Beneficial Interest	2.15K		Direct	F1, F2

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

Explanation of Responses:

Id	Content
F1	On June 17, 2021, the reporting person elected to receive a grant of Series 2021D restricted limited partnership interests ("Restricted Units") in ERP Operating Limited Partnership (the "Operating Partnership"), the operating partnership of Equity Residential (the "Company"), in connection with the Company's annual grant of long-term compensation for prospective service from the 2021 Annual Meeting of Shareholders to the 2022 Annual Meeting of Shareholders. Restricted Units are a class of partnership interest that automatically convert into an equal number of limited partnership interests of the Operating Partnership ("OP Units") when the capital account related to the Restricted Units reaches a specified target for federal income tax purposes (provided such target is reached within ten years of issuance). Subject to the vesting requirements of the grant and certain other restrictions, OP Units are exchangeable by the holder for common shares of the Company on a one-for-one basis or the cash value of such shares, at the Company's option. The Restricted Units reflected in this report also include any OP Units into which such Restricted Units automatically convert.
F2	The Restricted Units are scheduled to vest on June 17, 2022. In addition, the Restricted Units (including any OP Units into which they may automatically convert) are subject to a holding restriction until June 17, 2023.

Content

On June 17, 2021, the reporting person elected to receive a grant of Series 2021D restricted limited partnership interests ("Restricted Units") in ERP Operating Limited Partnership (the "Operating Partnership"), the operating partnership of Equity Residential (the "Company"), in connection with the Company's annual grant of long-term compensation for prospective service from the 2021 Annual Meeting of Shareholders to the 2022 Annual Meeting of Shareholders. Restricted Units are a class of partnership interest that automatically convert into an equal number of limited partnership interests of the Operating Partnership ("OP Units") when the capital account related to the Restricted Units reaches a specified target for federal income tax purposes (provided such target is reached within ten years of issuance). Subject to the vesting requirements of the grant and certain other restrictions, OP Units are exchangeable by the holder for common shares of the Company on a one-for-one basis or the cash value of such shares, at the Company's option. The Restricted Units reflected in this report also include any OP Units into which such Restricted Units automatically convert.

The Restricted Units are scheduled to vest on June 17, 2022. In addition, the Restricted Units (including any OP Units into which they may automatically convert) are subject to a holding restriction until June 17, 2023.