SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
NEITHERCUT DAVID J
(Last) (First) (Middle)
TWO NORTH RIVERSIDE PLAZA, SUITE 400
(Street)
CHICAGO IL 60606
(City) (State) (Zip)
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
3. Date of Earliest Transaction (Month/Day/Year)
09/18/2024
4. If Amendment, Date of 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
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
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 Securities Underlying Derivative Security (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: 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
Explanation of Responses:
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.
/s/ Samantha Thompson, Attorney-in-fact 09/20/2024
** Signature of Reporting Person Date
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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
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