Sec Form 4 Filing - NEITHERCUT DAVID J @ EQUITY RESIDENTIAL - 2017-08-23

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)
08/23/2017
(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
Common Shares Of Beneficial Interest 08/23/2017 M 49,369 A $ 19.67 52,243 ( 1 ) I Family Limited Partnership
Common Shares Of Beneficial Interest 08/23/2017 S 49,369 D $ 68.024 ( 2 ) 2,874 ( 1 ) I Family Limited Partnership
Common Shares Of Beneficial Interest 08/24/2017 M 631 A $ 19.67 3,505 ( 1 ) I Family Limited Partnership
Common Shares Of Beneficial Interest 08/24/2017 S 631 D $ 68.099 ( 3 ) 2,874 ( 1 ) I Family Limited Partnership
Common Shares Of Beneficial Interest 08/24/2017 M 25,000 A $ 19.67 27,874 ( 1 ) I Family Limited Partnership
Common Shares Of Beneficial Interest 08/24/2017 S 25,000 D $ 68.26 ( 4 ) 2,874 ( 1 ) I Family Limited Partnership
Common Shares Of Beneficial Interest 3,206 ( 5 ) I 401(k) Plan
Common Shares Of Beneficial Interest 118,502 ( 6 ) I Trust I
Common Shares Of Beneficial Interest 26,600 ( 6 ) I Trust III
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) $ 19.67 08/23/2017 M 49,369 ( 7 ) 02/06/2019 Common Shares Of Beneficial Interest 49,369 $ 0 245,193 I Family Limited Partnership
Non-qualified Stock Option (Right to Buy) $ 19.67 08/24/2017 M 631 ( 7 ) 02/06/2019 Common Shares Of Beneficial Interest 631 $ 0 244,562 I Family Limited Partnership
Non-qualified Stock Option (Right to Buy) $ 19.67 08/24/2017 M 25,000 ( 7 ) 02/06/2019 Common Shares Of Beneficial Interest 25,000 $ 0 219,562 I Family Limited Partnership
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 08/25/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents shares beneficially owned by a family limited partnership, of which the reporting person is the general partner.
( 2 )The price represents the weighted average price of the shares sold. The shares were sold within a range of $68.01 to $68.095. 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.
( 3 )The price represents the weighted average price of the shares sold. The shares were sold within a range of $68.01 to $68.15. 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.
( 4 )The price represents the weighted average price of the shares sold. The shares were sold within a range of $68.25 to $68.27. 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.
( 5 )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 July 15, 2017.
( 6 )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.
( 7 )Represents options which vested in approximately three equal installments on February 6, 2010, February 6, 2011 and February 6, 2012.

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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