Sec Form 4 Filing - ZELL SAMUEL @ Equity Commonwealth - 2019-06-20

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 ZELL SAMUEL 2. Issuer Name and Ticker or Trading Symbol Equity Commonwealth [ EQC] 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) C/O EQUITY COMMONWEALTH, TWO NORTH RIVERSIDE PLAZA, SUITE 2100 3. Date of Earliest Transaction (MM/DD/YY) 06/20/2019 (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 06/20/2019 G( 1 ) V 583,422 D 0 D Common Shares of Beneficial Interest 06/20/2019 G( 1 ) V 583,422 A 583,422 I By trust ( 2 ) Common Shares of Beneficial Interest 2,584,300 I See footnote ( 3 )

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 Restricted Share Units ( 4 ) 06/20/2019 G( 5 ) V 41,718 ( 6 ) ( 6 ) Common Stock 41,718 ( 4 ) 0 D Restricted Share Units ( 4 ) 06/20/2019 G( 5 ) V 41,718 ( 6 ) ( 6 ) Common Stock 41,718 ( 4 ) 41,718 I By trust ( 7 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other ZELL SAMUEL C/O EQUITY COMMONWEALTH TWO NORTH RIVERSIDE PLAZA, SUITE 2100 CHICAGO, IL60606 X Chairman of the Board Signatures /s/ Orrin S. Shifrin, attorney-in-fact 06/24/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This transaction represents a transfer of Common Shares of Beneficial Interest of Equity Commonwealth ("Common Shares") directly owned by the Reporting Person to the Samuel Zell Revocable Trust (the "Trust"), of which the Reporting Person is the trustee and a beneficiary. This is not a market transaction, thus no price has been reported and no value was received for the transferred shares. ( 2 )The Reporting Person beneficially owns these Common Shares indirectly through the Trust. ( 3 )These Common Shares are held by EGI-CW Holdings, L.L.C. ("EGI-CW"), which is indirectly controlled by Chai Trust Company, LLC ("Chai"). Two entities, in which trusts established for the benefit of the family of the Reporting Person, the trustee of each of which is Chai, indirectly own interests, are members of EGI-CW. The Reporting Person is not an officer or a director of Chai and does not have voting or dispositive power over the Common Shares, and therefore disclaims beneficial ownership thereof, except to the extent of any pecuniary interest therein indirectly held by his family. ( 4 )Each Restricted Share Unit ("RSU") represents the right to receive one Common Share, subject to the terms and conditions set forth in the applicable Equity Commonwealth equity compensation plan and the applicable restricted share unit agreement for the Reporting Person. ( 5 )This transaction represents a transfer of RSUs directly held by the Reporting Person to the Trust. This is not a market transaction, thus no price has been reported and no value was received for the transferred RSUs. ( 6 )These RSUs will vest in February of 2020, subject to the Reporting Person's continued service with Equity Commonwealth through such date. ( 7 )The Reporting Person beneficially owns these RSUs indirectly through the Trust.

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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