Sec Form 4 Filing - NEITHERCUT DAVID J @ EQUITY RESIDENTIAL - 2017-01-19

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) 01/19/2017 (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

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 Operating Partnership Units $ 0 01/19/2017 G V 200 ( 1 ) ( 1 ) Common Shares Of Beneficial Interest 200 $ 0 31,948 ( 2 ) I Grantor Trusts B Operating Partnership Units $ 0 01/19/2017 G V 200 ( 1 ) ( 1 ) Common Shares Of Beneficial Interest 200 $ 0 256,399 D Operating Partnership Units $ 0 01/19/2017 G V 200 ( 1 ) ( 1 ) Common Shares Of Beneficial Interest 200 $ 0 31,948 ( 3 ) I Grantor Trusts E Operating Partnership Units $ 0 01/19/2017 G V 200 ( 1 ) ( 1 ) Common Shares Of Beneficial Interest 200 $ 0 256,599 D Non-qualified Stock Option (Right to Buy) $ 60.76 02/02/2017 A 237,593 ( 4 ) 02/02/2027 Common Shares Of Beneficial Interest 237,593 $ 0 237,593 D Non-qualified Stock Option (Right to Buy) $ 60.76 02/02/2017 A 237,593 ( 5 ) 02/02/2027 Common Shares Of Beneficial Interest 237,593 $ 0 237,593 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 02/06/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )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. ( 3 )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. ( 4 )Represents share options scheduled to vest in approximately three equal installments on February 2, 2018, February 2, 2019 and February 2, 2020. ( 5 )The reporting person received a grant of options as an alternative to cash in connection with all or a portion of their performance bonus. The options vested on February 2, 2017, the date of the grant.

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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