Michael L. Manelis - Feb 15, 2023 Form 4 Insider Report for EQUITY RESIDENTIAL (EQR)

Role: Executive Vice President & COO
Signature: /s/ Samantha Thompson, Attorney-in-fact
Stock symbol: EQR
Transactions as of: Feb 15, 2023
Transactions value $: $0
Form type: 4
Date filed: 2/17/2023, 04:43 PM
Previous filing: Feb 16, 2023
Next filing: Aug 15, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	EQR	Common Shares Of Beneficial Interest	Award	$0	+5.49K	+27.65%	$0.00	25.3K	Feb 15, 2023	Direct	F1, F2
holding	EQR	Common Shares Of Beneficial Interest						1.33K	Feb 15, 2023	SERP Account	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	EQR	Non-qualified Stock Option (Right to Buy)	Award	$0	+57.7K		$0.00	57.7K	Feb 15, 2023	Common Shares Of Beneficial Interest	57.7K	$66.59	Direct	F4
transaction	EQR	Restricted Units	Award	$0	+5.79K		$0.00	5.79K	Feb 15, 2023	Common Shares Of Beneficial Interest	5.79K		Direct	F5, F6

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

Explanation of Responses:

Id	Content
F1	Represents restricted shares scheduled to vest on February 15, 2026.
F2	Direct total includes restricted shares of Equity Residential scheduled to vest in the future.
F3	Represents shares owned by Principal Trust Company, as Trustee of the Equity Residential Supplemental Executive Retirement Plan, for the benefit of the reporting person.
F4	Represents share options scheduled to vest in approximately three equal installments on February 15, 2024, February 15, 2025 and February 15, 2026.
F5	On February 15, 2023, the reporting person received a grant of Series 2023B restricted limited partnership interests ("RUs") in ERP Operating Limited Partnership (the "OP"), the operating partnership of Equity Residential (the "Company"), in lieu of restricted shares of the Company as part of the Company's annual grant of long-term compensation. RUs are a class of partnership interest that automatically convert into an equal number of limited partnership interests of the OP ("OP Units") when the capital account related to the RUs 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 RUs reflected in this report also include any OP Units into which such RUs automatically convert.
F6	The Restricted Units are scheduled to vest on February 15, 2026.