Scott Fenster - Jan 23, 2023 Form 4 Insider Report for EQUITY RESIDENTIAL (EQR)

Role: EVP & General Counsel
Signature: /s/ Samantha Thompson, Attorney-in-fact
Stock symbol: EQR
Transactions as of: Jan 23, 2023
Transactions value $: $0
Form type: 4
Date filed: 1/25/2023, 03:26 PM
Previous filing: Aug 17, 2022
Next filing: Feb 16, 2023

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	+1.12K		$0.00	1.12K	Jan 23, 2023	Common Shares Of Beneficial Interest	1.12K		Direct	F1, F2

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

Explanation of Responses:

Id	Content
F1	Represents restricted limited partnership interests ("Restricted Units") in ERP Operating Limited Partnership (the "Operating Partnership"), the operating partnership of Equity Residential (the "Company"), retained in connection with the settlement of an award under the Company's 2020 Long-Term Incentive Plan. 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). Such target has been reached and these Restricted Units have converted to OP Units. Subject to the vesting requirements of the grant and certain other conditions, OP Units are exchangeable by the holder for common shares of the Company on a one-for-one basis or cash value of such shares, at the Company's option.
F2	The Restricted Units are scheduled to vest on February 13, 2023.

Content

Represents restricted limited partnership interests ("Restricted Units") in ERP Operating Limited Partnership (the "Operating Partnership"), the operating partnership of Equity Residential (the "Company"), retained in connection with the settlement of an award under the Company's 2020 Long-Term Incentive Plan. 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). Such target has been reached and these Restricted Units have converted to OP Units. Subject to the vesting requirements of the grant and certain other conditions, OP Units are exchangeable by the holder for common shares of the Company on a one-for-one basis or cash value of such shares, at the Company's option.

The Restricted Units are scheduled to vest on February 13, 2023.