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).
1. Name and Address of Reporting Person*
ZELL SAMUEL

(Last) (First) (Middle)
TWO NORTH RIVERSIDE PLAZA
SUITE 600

(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)
12/10/2004
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
Common Shares of Beneficial Interest 459,578 D
Common Shares of Beneficial Interest 60,000(1) I Zell Family Foundation
Common Shares of Beneficial Interest 187,390(2) I SERP Account
Common Shares of Beneficial Interest 22,056(3) I Samuel Zell Revocable Trust
Common Shares of Beneficial Interest 1,206,968(4) I Samstock, L.L.C.
Common Shares of Beneficial Interest 600(5) I By Spouse, Trustee for Helen Zell Revocable Trust
Common Shares of Beneficial Interest 12/10/2004 C 1,246 A $0 1,246(6) I SZ JoAnn Trust
Common Shares of Beneficial Interest 12/10/2004 C 1,246 A $0 1,246(7) I SZ Kellie Trust
Common Shares of Beneficial Interest 12/10/2004 C 1,246 A $0 1,246(8) I SZ Matthew Trust
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
Non-Qualified Stock Option (right to buy) $14.625 05/10/1997 05/10/2005 Common Shares of Beneficial Interest 10,000 10,000(9) D
Non-Qualified Stock Option (right to buy) $15.1875 02/26/1999 02/26/2006 Common Shares of Beneficial Interest 200,000 200,000(9) D
Non-Qualified Stock Option (right to buy) $16.375 05/10/1998 05/10/2006 Common Shares of Beneficial Interest 10,000 10,000(9) D
Non-Qualified Stock Option (right to buy) $17.4375 05/12/1996 05/12/2004 Common Shares of Beneficial Interest 10,000 10,000(9) D
Non-Qualified Stock Option (right to buy) $20.0938 01/18/2000 01/18/2009 Common Shares of Beneficial Interest 300,000 300,000(9) D
Non-Qualified Stock Option (right to buy) $20.75 01/28/2000 01/28/2007 Common Shares of Beneficial Interest 200,000 200,000(9) D
Non-Qualified Stock Option (right to buy) $21.0625 01/24/2001 01/24/2010 Common Shares of Beneficial Interest 284,866 284,866(9) D
Non-Qualified Stock Option (right to buy) $22.9688 11/16/2000 05/16/2010 Common Shares of Beneficial Interest 10,000 10,000(9) D
Non-Qualified Stock Option (right to buy) $23.375 05/17/2001 05/17/2009 Common Shares of Beneficial Interest 10,000 10,000(9) D
Non-Qualified Stock Option (right to buy) $23.55 08/07/2003 02/07/2013 Common Shares of Beneficial Interest 427,632 427,632(10) D
Non-Qualified Stock Option (right to buy) $24.625 05/14/2000 05/14/2008 Common Shares of Beneficial Interest 10,000 10,000(9) D
Non-Qualified Stock Option (right to buy) $25.3438 01/07/2001 01/07/2008 Common Shares of Beneficial Interest 600,000 600,000(9) D
Non-Qualified Stock Option (right to buy) $25.75 08/04/1999 08/04/2007 Common Shares of Beneficial Interest 10,000 10,000(9) D
Non-Qualified Stock Option (right to buy) $25.844 01/18/2002 01/18/2011 Common Shares of Beneficial Interest 232,154 232,154(11) D
Non-Qualified Stock Option (right to buy) $25.865 11/15/2001 05/15/2011 Common Shares of Beneficial Interest 10,000 10,000(12) D
Non-Qualified Stock Option (right to buy) $27.2 01/17/2003 01/17/2012 Common Shares of Beneficial Interest 303,716 303,716(13) D
Non-Qualified Stock Option (right to buy) $29.25 01/27/2004 01/27/2014 Common Shares of Beneficial Interest 359,518 359,518(14) D
Operating Partnership Units $0 01/10/2002 07/02/2002 Common Shares of Beneficial Interest 1,074,514 1,074,514(15) I EGI Holdings, Inc.
Operating Partnership Units $0 01/10/2002 07/02/2002 Common Shares of Beneficial Interest 1,074,512 1,074,512(16) I EGIL Investments, Inc.
Operating Partnership Units $0 01/10/2002 07/02/2002 Common Shares of Beneficial Interest 222,340 222,340(17) I Samstock/ZGPI, L.L.C.
Operating Partnership Units $0 01/10/2002 07/02/2002 Common Shares of Beneficial Interest 652,418 652,418(18) I Samstock/ZFT, LLC
Operating Partnership Units $0 01/10/2002 01/10/2020 Common Shares of Beneficial Interest 1,375,288 1,375,288(4) I Samstock, L.L.C.
Operating Partnership Units $0 01/10/2002 07/02/2002 Common Shares of Beneficial Interest 400,674 400,674(19) I Samstock/SZRT, L.L.C.
Operating Partnership Units $0 01/10/2002 12/02/2002 Common Shares of Beneficial Interest 62,952 62,952(20) I First Capital Financial, LLC
Operating Partnership Units $0 02/01/2003 02/01/2013 Common Shares of Beneficial Interest 804 804(21) I Samstock/Alpha, LLC
Operating Partnership Units $0 12/10/2004 A(6) 1,246 12/10/2004 12/10/2014 Common Shares of Beneficial Interest 1,246 $0 1,246 I SZ JoAnn Trust
Operating Partnership Units $0 12/10/2004 C(6) 1,246 12/10/2004 12/10/2014 Common Shares of Beneficial Interest 1,246 $35.88 0 I SZ JoAnn Trust
Operating Partnership Units $0 12/10/2004 A(7) 1,246 12/10/2004 12/10/2014 Common Shares of Beneficial Interest 1,246 $0 1,246 I SZ Kellie Trust
Operating Partnership Units $0 12/10/2004 C(7) 1,246 12/10/2004 12/10/2014 Common Shares of Beneficial Interest 1,246 $35.88 0 I SZ Kellie Trust
Operating Partnership Units $0 12/10/2004 A(8) 1,246 12/10/2004 12/10/2014 Common Shares of Beneficial Interest 1,246 $0 1,246 I SZ Matthew Trust
Explanation of Responses:
1. Shares reported herein are beneficially owned by the Zell Family Foundation ("Foundation"). Mr. Zell is a director of the Foundation, and does not have a pecuniary interest in such shares.
2. Shares reported herein are owned by The Security Trust Company, as Trustee of the Equity Residential Properties Trust Supplemental Retirement Plan for the benefit of the Reporting Person and were acquired through Equity Residential Properties Trust's Employee Share Purchase Plan.
3. Mr. Zell is sole trustee and beneficiary of the Samuel Zell Revocable Trust, and as such, he may be deemed the beneficial owner of the shares reported herein.
4. Shares reported herein are beneficially owned by Samstock, L.L.C. ("Samstock"). The sole member of Samstock is SZ Investments, L.L.C. ("SZ"). The managing member of SZ is Zell General Partnership, Inc. ("Zell GP"). Sam Investment Trust ("SIT") is the sole stockholder of Zell GP, and Chai Trust Company, L.L.C. ("Chai Trust") is the trustee of SIT. Mr. Zell is not an officer or director of Chai Trust and does not have voting or dispositive power over such shares. Mr. Zell disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
5. The Shares reported herein are beneficially owned by the Helen Zell Revocable Trust ("HZRT"). Samuel Zell's spouse, Helen Zell, is the trustee of the HZRT. Samuel Zell disclaims beneficial ownership of the shares reported as beneficially owned by him except to the extent of his pecuniary interest therein.
6. On December 10, 2004 the Units reported on this line were converted into Shares on a one-for-one basis and assigned to the SZ JoAnn Trust ("SZJT") at the closing market price of $35.88 per share. Shares reported herein are beneficially owned by SZJT, of which Chai Trust is the sole Trustee. Mr. Zell is not an officer or director of Chai Trust and does not have voting or dispositive power over such shares. Mr. Zell is beneficiary of the SZJT and, as such, Mr. Zell may be deemed the beneficial owner of the shares reported herein.
7. On December 10, 2004 the Units reported on this line were converted into Shares on a one-for-one basis and assigned to the SZ Kellie Trust ("SZKT") at the closing market price of $35.88 per share. Shares reported herein are beneficially owned by SZKT, of which Chai Trust is the sole Trustee. Mr. Zell is not an officer or director of Chai Trust and does not have voting or dispositive power over such shares. Mr. Zell is beneficiary of the SZKT and, as such, Mr. Zell may be deemed the beneficial owner of the shares reported herein.
8. On December 10, 2004 the Units reported on this line were converted into Shares on a one-for-one basis and assigned to the SZ Matthew Trust ("SZMT") at the closing market price of $35.88 per share. Shares reported herein are beneficially owned by SZMT, of which Chai Trust is the sole Trustee. Mr. Zell is not an officer or director of Chai Trust and does not have voting or dispositive power over such shares. Mr. Zell is beneficiary of the SZMT and, as such, Mr. Zell may be deemed the beneficial owner of the shares reported herein.
9. Share options reported on this line are fully exercisable.
10. 142,544 share options reported herein will become exercisable on August 7, 2003; 142,544 share options will become exercisable on February 7, 2004; and 142,544 share options will become exercisable on February 7, 2005.
11. 154769 share options reported herein are currently exercisable; and 77,385 share options will become exercisable on January 18, 2004.
12. 6,668 share options reported herein are currently exercisable; and 3,332 share options will become exercisable on May 15, 2003.
13. 102,906 share options reported herein are exercisable; 101,238 share options will become exercisable on January 17, 2004; and 99,572 share options will become exercisable January 17, 2005.
14. Share options reported on this line will become exercisable in three equal installments on January 27, 2005; January 27, 2006 and January 27, 2007.
15. OP Units reported herein are beneficially owned by EGI Holdings, Inc. Under a stockholder's agreement dated December 31, 1999 among certain trusts established for the benefit of the family of Mr. Zell (the "Zell Trusts") and certain trusts established for the benefit of the family of Ann and Robert Lurie (the "Lurie Trusts"), the Zell Trusts have the power to vote and dispose of the OP Units beneficially owned by EGI Holdings, Inc. Chai Trust is the trustee of such Zell Trusts. Mr. Zell is not an officer or director of Chai Trust and does not have voting or dispositive power over such OP Units. Mr. Zell disclaims beneficial ownership of such OP Units except to the extent of his pecuniary interest therein.
16. OP Units reported herein are beneficially owned by EGIL Investments, Inc.. Under a stockholder agreement dated December 31, 1999 among the Zell Trusts and the Lurie Trusts, the Lurie Trusts have the power to vote and dispose of the OP Units beneficially owned by EGIL Investments, Inc. Mr. Zell disclaims beneficial ownership of such OP Units except to the extent of his pecuniary interest therein.
17. OP Units reported herein are beneficially owned by Samstock/ZGPI, L.L.C. The sole member of Samstock/ZGPI, L.L.C. is Zell GP. SIT is the sole stockholder of Zell GP, and Chai Trust is the trustee of SIT. Mr. Zell is not an officer or director of Chai Trust and does not have voting or dispositive power over such OP Units. Mr. Zell disclaims beneficial ownership of such OP Units except to the extent of his pecuniary interest therein.
18. OP units reported herein are beneficially owned by Samstock/ZFT, L.L.C. The sole member of Samstock/ZFT, L.L.C. is ZFT Partnership. The general partners of ZFT Partnership are certain Zell Trusts, the trustee of which is Chai Trust. Mr. Zell is not an officer or director of Chai Trust and does not have voting or dispositive power over such OP Units. Mr. Zell disclaims beneficial ownership of such OP Units except to the extent of his pecuniary interest therein.
19. OP Units reported herein are beneficially owned by Samstock/SZRT, L.L.C. The sole member of Samstock/SZRT, L.L.C. is the Samuel Zell Revocable Trust, under trust agreement dated January 17, 1990. Mr. Zell is sole trustee and beneficiary of the Samuel Zell Revocable Trust.
20. OP Units reported herein are beneficially owned by First Capital Financial, L.L.C. ("First Capital"). The managing member of First Capital is SZ, the sole member of which is Zell GP. SIT is the sole stockholder of Zell GP, and Chai Trust is the trustee of SIT. Mr. Zell is not an officer or director of Chai Trust and does not have voting or dispositive power over such OP Units. Mr. Zell disclaims beneficial ownership of such OP Units except to the extent of his pecuniary interest therein.
21. OP Units reported herein are beneficially owned by Samstock/Alpha, L.L.C. Sole member of Samstock/Alpha, L.L.C. is Alphabet Partners. The general partners of Alphabet Partners are certain Zell Trusts, the trustee of which is Chai Trust. Mr. Zell is not an officer or director of Chai Trust and does not have voting or dispositive power over such OP Units. Mr. Zell disclaims beneficial ownership of such OP Units except to the extent of his pecuniary interest therein.
Samuel Zell 12/14/2004
** 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).
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