SEC FORM 5

SEC FORM 5 SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

NEITHERCUT DAVID J

(Last)

(First)

(Middle)

TWO NORTH RIVERSIDE PLAZA, SUITE 400

(Street)

CHICAGO

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)	Other (specify below)

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2022

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 at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Operating Partnership Units	$0	08/15/2022		G		1,100⁽¹⁾	⁽²⁾	⁽²⁾	Common Shares Of Beneficial Interest	1,100	$0	95,800⁽³⁾	I	LLC
Operating Partnership Units	$0	08/15/2022		G	1,100		⁽²⁾	⁽²⁾	Common Shares Of Beneficial Interest	1,100	$0	40⁽⁴⁾	I	2020 DN GRAT
Operating Partnership Units	$0	08/15/2022		G		1,195⁽⁵⁾	⁽²⁾	⁽²⁾	Common Shares Of Beneficial Interest	1,195	$0	40⁽⁴⁾	I	2020 DN GRAT
Operating Partnership Units	$0	08/15/2022		G	1,195		⁽²⁾	⁽²⁾	Common Shares Of Beneficial Interest	1,195	$0	418,144	D
Operating Partnership Units	$0	08/15/2022		G		1,100⁽¹⁾	⁽²⁾	⁽²⁾	Common Shares Of Beneficial Interest	1,100	$0	95,800⁽³⁾	I	LLC
Operating Partnership Units	$0	08/15/2022		G	1,100		⁽²⁾	⁽²⁾	Common Shares Of Beneficial Interest	1,100	$0	611⁽⁴⁾	I	2020A DN GRAT
Operating Partnership Units	$0	08/15/2022		G		937⁽⁵⁾	⁽²⁾	⁽²⁾	Common Shares Of Beneficial Interest	937	$0	611⁽⁴⁾	I	2020A DN GRAT
Operating Partnership Units	$0	08/15/2022		G	937		⁽²⁾	⁽²⁾	Common Shares Of Beneficial Interest	937	$0	418,144	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 shares 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	02/10/2023
	** 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.

SEC Form 5 filed by Neithercut David J