SEC FORM 5

SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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Form 3 Holdings Reported.

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Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

NEITHERCUT DAVID J

(Last)

(First)

(Middle)

TWO NORTH RIVERSIDE PLAZA, SUITE 400

(Street)

CHICAGO

60606

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
EQUITY RESIDENTIAL [ EQR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Shares Of Beneficial Interest	03/31/2020		G	598⁽¹⁾	D	$0	2,874⁽²⁾	I	Family Limited Partnership
Common Shares Of Beneficial Interest							3,392	D
Common Shares Of Beneficial Interest							56,464⁽³⁾	I	Trust I

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Operating Partnership Units	$0	01/27/2020		G		1,150⁽⁴⁾	⁽⁵⁾	⁽⁵⁾	Common Shares Of Beneficial Interest	1,150	$0	10,208⁽⁶⁾	I	Grantor Trusts B
Operating Partnership Units	$0	01/27/2020		G	1,150		⁽⁵⁾	⁽⁵⁾	Common Shares Of Beneficial Interest	1,150	$0	365,090	D
Operating Partnership Units	$0	01/27/2020		G		1,150⁽⁴⁾	⁽⁵⁾	⁽⁵⁾	Common Shares Of Beneficial Interest	1,150	$0	10,208⁽⁷⁾	I	Grantor Trusts E
Operating Partnership Units	$0	01/27/2020		G	1,150		⁽⁵⁾	⁽⁵⁾	Common Shares Of Beneficial Interest	1,150	$0	365,090	D
Non-qualified Stock Option (Right to Buy)	$45.28	03/31/2020		G		106,380⁽¹⁾	02/01/2016	09/23/2021	Common Shares Of Beneficial Interest	106,380	$0	510,633⁽⁸⁾	I	Family Limited Partnership
Non-qualified Stock Option (Right to Buy)	$51.34	03/31/2020		G		57,525⁽¹⁾	⁽⁹⁾	02/03/2022	Common Shares Of Beneficial Interest	57,525	$0	276,125⁽⁸⁾	I	Family Limited Partnership
Operating Partnership Units	$0	05/19/2020		G		100,000⁽¹⁰⁾	⁽⁵⁾	⁽⁵⁾	Common Shares Of Beneficial Interest	100,000	$0	100,000⁽¹¹⁾	I	LLC
Non-qualified Stock Option (Right to Buy)	$46.72	11/30/2020		G		169,473⁽¹²⁾	⁽¹³⁾	02/07/2023	Common Shares Of Beneficial Interest	169,473	$0	0	D
Non-qualified Stock Option (Right to Buy)	$46.72	11/30/2020		G	169,473		⁽¹³⁾	02/07/2023	Common Shares Of Beneficial Interest	169,473	$0	169,473⁽¹⁴⁾	I	NSP LLC
Non-qualified Stock Option (Right to Buy)	$48.13	11/30/2020		G	136,564		⁽¹⁵⁾	02/06/2024	Common Shares Of Beneficial Interest	136,564	$0	136,564⁽¹⁴⁾	I	NSP LLC
Non-qualified Stock Option (Right to Buy)	$48.13	11/30/2020		G		136,564⁽¹²⁾	⁽¹⁵⁾	02/06/2024	Common Shares Of Beneficial Interest	136,564	$0	0	D
Non-qualified Stock Option (Right to Buy)	$60.76	11/30/2020		G		237,593⁽¹²⁾	02/02/2017	02/02/2027	Common Shares Of Beneficial Interest	237,593	$0	0	D
Non-qualified Stock Option (Right to Buy)	$60.76	11/30/2020		G	237,593		02/02/2017	02/02/2027	Common Shares Of Beneficial Interest	237,593	$0	237,593⁽¹⁴⁾	I	NSP LLC
Non-qualified Stock Option (Right to Buy)	$60.76	11/30/2020		G		237,593⁽¹²⁾	⁽¹⁶⁾	02/02/2027	Common Shares Of Beneficial Interest	237,593	$0	0	D
Non-qualified Stock Option (Right to Buy)	$60.76	11/30/2020		G	237,593		⁽¹⁶⁾	02/02/2027	Common Shares Of Beneficial Interest	237,593	$0	237,593⁽¹⁴⁾	I	NSP LLC
Non-qualified Stock Option (Right to Buy)	$60.33	11/30/2020		G	433,317		12/31/2018	02/01/2028	Common Shares Of Beneficial Interest	433,317	$0	433,317⁽¹⁴⁾	I	NSP LLC
Non-qualified Stock Option (Right to Buy)	$60.33	11/30/2020		G		433,317⁽¹²⁾	12/31/2018	02/01/2028	Common Shares Of Beneficial Interest	433,317	$0	0	D
Non-qualified Stock Option (Right to Buy)	$60.33	11/30/2020		G		433,317⁽¹²⁾	02/01/2018	02/01/2028	Common Shares Of Beneficial Interest	433,317	$0	0	D
Non-qualified Stock Option (Right to Buy)	$60.33	11/30/2020		G	433,317		02/01/2018	02/01/2028	Common Shares Of Beneficial Interest	433,317	$0	433,317⁽¹⁴⁾	I	NSP LLC
Non-qualified Stock Option (Right to Buy)	$58.4	11/30/2020		G	29,250		06/25/2021	06/25/2030	Common Shares Of Beneficial Interest	29,250	$0	29,250⁽¹⁴⁾	I	NSP LLC
Non-qualified Stock Option (Right to Buy)	$58.4	11/30/2020		G		29,250⁽¹²⁾	06/25/2021	06/25/2030	Common Shares Of Beneficial Interest	29,250	$0	0	D
Operating Partnership Units	$0	11/30/2020		G	250,000		⁽⁵⁾	⁽⁵⁾	Common Shares Of Beneficial Interest	250,000	$0	250,000⁽¹⁷⁾	I	NSP LLC
Operating Partnership Units	$0	11/30/2020		G		250,000⁽¹²⁾	⁽⁵⁾	⁽⁵⁾	Common Shares Of Beneficial Interest	250,000	$0	365,090	D

Explanation of Responses:

1. The reporting person transferred, by gift, 20.833% of his limited partnership interests in the family limited partnership to a family trust.

2. Represents shares beneficially owned by a family limited partnership, of which the reporting person is the general partner.

3. Represents shares beneficially owned by a trust for the benefit of the reporting person's wife. The reporting person is the sole trustee of this trust and, as such, may be deemed the beneficial owner of these shares.

4. This transaction involved a gift of OP Units by a grantor retained annuity trust to the reporting person.

5. The OP Units reflected in this report are previously reported Restricted Units which have automatically converted to OP Units per their terms. The OP Units do not expire and are fully vested, transferable and can be exchanged by the holder for common shares of Equity Residential (the "Company") on a one-for-one basis or, at the Company's option, for the cash value of such shares.

6. Represents OP Units beneficially owned by grantor retained annuity trusts for the benefit of the reporting person's son. The inclusion of these OP Units in this report is not an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.

7. Represents OP Units beneficially owned by grantor retained annuity trusts for the benefit of the reporting person's daughter. The inclusion of these OP Units in this report is not an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.

8. Represents share options beneficially owned by a family limited partnership, of which the reporting person is the general partner.

9. Represents options which vested in three equal installments on February 3, 2013, February 3, 2014 and February 3, 2015.

10. The reporting person transferred, by gift, (a) 50% of his limited liability company (LLC) interests to a grantor retained annuity trust for the benefit of his children and (b) 50% of his LLC interests to a trust for the benefit of the reporting person's wife. The reporting person is the manager of the LLC.

11. Represents OP Units beneficially owned by a limited liability company, of which the reporting person is the manager.

12. This transaction involved a gift of securities by the reporting person to a limited liability company of which the reporting person is sole member.

13. Represents options which vested in approximately three equal installments on February 7, 2014, February 7, 2015 and February 7, 2016.

14. Represents share options beneficially owned by a limited liability company, of which the reporting person is the sole member.

15. Represents share options which vested in three equal installments on February 6, 2015, February 6, 2016 and February 6, 2017.

16. One-third vested on February 1, 2018 and the remainder vested upon the reporting person's retirement on December 31, 2018.

17. Represents OP Units beneficially owned by a limited liability company, of which the reporting person is the sole member.

	/s/ Samantha Thompson, Attorney-in-fact	02/12/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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