Sec Form 4 Filing - NEITHERCUT DAVID J @ EQUITY RESIDENTIAL - 2012-02-03

Insider filing report for Changes in Beneficial Ownership
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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
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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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
X __ Officer (give title below) _____ Other (specify below)
President & CEO
(Last) (First) (Middle)
TWO NORTH RIVERSIDE PLAZA, SUITE 400 		3. Date of Earliest Transaction (MM/DD/YY)
02/03/2012
(Street)
CHICAGO, IL60606 		4. If Amendment, Date Original Filed (MM/DD/YY)
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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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
Common Shares Of Beneficial Interest 12/27/2011 G V 2,270 D $ 0 38,097 ( 1 ) I Grantor Trust (fbo daughter)
Common Shares Of Beneficial Interest 12/27/2011 G V 2,270 A $ 0 103,806.753 ( 2 ) I Trust (fbo wife)
Common Shares Of Beneficial Interest 12/27/2011 G V 260 D $ 0 37,837 ( 1 ) I Grantor Trust (fbo daughter)
Common Shares Of Beneficial Interest 12/27/2011 G V 260 A $ 0 822 ( 2 ) I Trust (fbo wife)
Common Shares Of Beneficial Interest 12/27/2011 G V 2,270 D $ 0 38,097 ( 3 ) I Grantor Trust (fbo son)
Common Shares Of Beneficial Interest 12/27/2011 G V 2,270 A $ 0 106,076.753 ( 2 ) I Trust (fbo wife)
Common Shares Of Beneficial Interest 12/27/2011 G V 260 D $ 0 37,837 ( 3 ) I Grantor Trust (fbo son)
Common Shares Of Beneficial Interest 12/27/2011 G V 260 A $ 0 1,082 ( 4 ) I Trust (fbo wife)
Common Shares Of Beneficial Interest 02/03/2012 M 69,210 A $ 31.76 69,210 D
Common Shares Of Beneficial Interest 02/03/2012 S 69,210 D $ 60.0279 ( 5 ) 0 D
Common Shares Of Beneficial Interest 2,330.1317 ( 6 ) I 401(k) Plan
Common Shares Of Beneficial Interest 2,874 ( 7 ) I Family Limited Partnership
Common Shares Of Beneficial Interest 86,368.792 ( 8 ) I SERP Account
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY) 		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
Non-qualified Stock Option (Right to Buy) $ 60.25 02/03/2012 A 235,269 ( 9 ) 02/03/2022 Common Shares Of Beneficial Interest 235,269 $ 0 235,269 D
LTIP Units ( 10 ) 02/03/2012 A 33,347 ( 11 ) 02/03/2015 Operating Partnership Units 33,347 $ 0 33,347 D
Non-qualified Stock Option (Right to Buy) $ 31.76 02/03/2012 M 69,210 ( 12 ) 02/03/2015 Common Shares Of Beneficial Interest 69,210 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
NEITHERCUT DAVID J
TWO NORTH RIVERSIDE PLAZA, SUITE 400
CHICAGO, IL60606		 X President & CEO
Signatures
s/ By: Jane Matz, Attorney-in-fact 02/07/2012
Signature of Reporting Person Date
Explanation of Responses: ( 1 )Represents shares beneficially owned by a trust for the benefit of the reporting person's daughter. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares 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.
( 2 )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.
( 3 )Represents shares beneficially owned by a trust for the benefit of the reporting person's son. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares 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.
( 4 )Represents shares beneficially owned by a trust for the benefit of the reporting person's wife. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares 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.
( 5 )The price represents the weighted average price of the shares sold. The shares were sold within a range of $60.01 to $60.10. The reporting person will provide, upon request by the SEC staff, the issuer, or any security holder of the issuer, full information regarding the number of shares sold at each separate price.
( 6 )Represents shares acquired through profit sharing contributions and dividend reinvestment activity in the reporting person's account with the Equity Residential Advantage 401(k) Retirement Savings Plan, a plan qualified under Section 401(k) of the Internal Revenue Code of 1986, as amended. Such shares represent acquisitions through January 13, 2012.
( 7 )Represents shares beneficially owned by a family limited partnership, of which the reporting person is the general partner.
( 8 )Represents shares owned by Principal Trust Company, as Trustee of the Equity Residential Supplemental Executive Retirement Plan, for the benefit of the reporting person.
( 9 )Represents share options scheduled to vest in three equal installments on February 3, 2013, February 3, 2014 and February 3, 2015.
( 10 )On February 3, 2012, the reporting person received a grant of restricted limited partnership interests ("LTIP Units") in ERP Operating Limited Partnership (the "Operating Partnership"), 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. LTIP 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 LTIP Units reaches a specified target for federal income tax purposes (provided such target is reached within ten years of issuance). Subject to any vesting requirements of the grant, OP Units are redeemable 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 LTIPs reflected in this report also include any OP Units into which such LTIP Units automatically convert.
( 11 )The LTIP Units are scheduled to vest on February 3, 2015.
( 12 )Represents share options scheduled to vest in approximately three equal installments on February 3, 2006, February 3, 2007 and February 3, 2008.

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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