FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
NEITHERCUT DAVID J
  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) __X__ Other (specify below)
Chairman of the Board
(Last)
(First)
(Middle)
TWO NORTH RIVERSIDE PLAZA, SUITE 400		 3. Date of Earliest Transaction (Month/Day/Year)
09/18/2024
(Street)

CHICAGO, IL 60606		 4. If Amendment, Date 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
(City)
(State)
(Zip)
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 Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4) 		7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4) 		11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Operating Partnership Units $ 0 09/18/2024   G     1,270 (1)   (2)   (2) Common Shares Of Beneficial Interest 1,270 $ 0 91,780 (3) I LLC
Operating Partnership Units $ 0 09/18/2024   G   1,270     (2)   (2) Common Shares Of Beneficial Interest 1,270 $ 0 1,277 (4) I 2020 DN GRAT
Operating Partnership Units $ 0 09/18/2024   G     1,273 (5)   (2)   (2) Common Shares Of Beneficial Interest 1,273 $ 0 4 (4) I 2020 DN GRAT
Operating Partnership Units $ 0 09/18/2024   G   1,273     (2)   (2) Common Shares Of Beneficial Interest 1,273 $ 0 421,877 D  
Operating Partnership Units $ 0 09/18/2024   G     1,270 (1)   (2)   (2) Common Shares Of Beneficial Interest 1,270 $ 0 90,510 (3) I LLC
Operating Partnership Units $ 0 09/18/2024   G   1,270     (2)   (2) Common Shares Of Beneficial Interest 1,270 $ 0 2,204 (4) I 2020A DN GRAT
Operating Partnership Units $ 0 09/18/2024   G     949 (5)   (2)   (2) Common Shares Of Beneficial Interest 949 $ 0 1,255 (4) I 2020A DN GRAT
Operating Partnership Units $ 0 09/18/2024   G   949     (2)   (2) Common Shares Of Beneficial Interest 949 $ 0 422,826 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
NEITHERCUT DAVID J
TWO NORTH RIVERSIDE PLAZA, SUITE 400
CHICAGO, IL 60606		   X     Chairman of the Board

Signatures

 /s/ Samantha Thompson, Attorney-in-fact   09/20/2024
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) This transaction involved a gift of OP Units by a limited liability company of which the reporting person is the manager to a grantor retained annuity trust for the benefit of the reporting person.
(2) 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.
(3) Represents OP Units beneficially owned by a limited liability company, of which the reporting person is the manager.
(4) Represents OP Units beneficially owned by a grantor retained annuity trust for the benefit of the reporting person.
(5) This transaction involved a gift of OP Units by a grantor retained annuity trust to the reporting person.

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