SEC FORM 4

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^*

WILLIAMS MARSHA C

(Last)

(First)

(Middle)

TWO NORTH RIVERSIDE PLAZA

SUITE 2100

(Street)

CHICAGO

60606

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
EQUITY OFFICE PROPERTIES TRUST [ EOP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP, Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/09/2007

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Com Sh of B.I., p.v. $.01	02/09/2007		D		117,188	D	$55.5⁽¹⁾	0.000	D

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)	Code	V	(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)
Non-Qualified Share Option (right to buy)	$24.53	02/09/2007		D			59,380	03/01/2004⁽²⁾	02/28/2013	Com Sh of B.I., p.v. $.01	59,380	⁽³⁾	0.000	D
Non-Qualified Share Option (right to buy)	$28.54	02/09/2007		D			135,963	03/01/2005⁽²⁾	03/01/2014	Com Sh of B.I., p.v. $.01	135,963	⁽³⁾	0.000	D
Non-Qualified Share Option Grant	$25.9	02/09/2007		D			30,000	09/30/2002⁽²⁾	09/30/2012	Com Sh of B.I., p.v. $.01	30,000	⁽³⁾	0.000	D
Non-Qualified Share Option Grant	$30.98	02/09/2007		D			48,894	03/01/2007	02/24/2016	Com Sh of B.I., p.v. $.01	48,894	⁽³⁾	0.000	D
Non-Qualified Share Option Grant (right to buy)	$29.52	02/09/2007		D			135,021	02/25/2006⁽⁴⁾	02/25/2015	Com Sh of B.I., p.v. $.01	135,021	⁽³⁾	0.000	D
Phantom Share Units	⁽⁵⁾	02/09/2007		D			12,698	⁽⁶⁾	⁽⁶⁾	Com Sh of B.I., p.v. $.01	12,698	⁽⁷⁾	0.000	D

Explanation of Responses:

1. Disposed of pursuant to Agreement and Plan of Merger among issuer, EOP Operating Limited Partnership and affiliates of The Blackstone Group.

2. Option is exercisable as follows: 1/3 on first anniversary date of option grant; 1/3 on second anniversary date; and 1/3 on third anniversary date.

3. Pursuant to the Agreement and Plan of Merger, this option was cancelled and converted into the right to receive a single lump sum cash payment, less applicable withholding taxes, equal to the product of the excess, if any, of $55.50 over the exercise price per share of the Issuer's common shares, times the number of shares subject to such option.

4. Option is exercisable as follows: 1/4 on first anniversary date of option grant; 1/4 on second anniversary date; 1/4 on third anniversary date; and 1/4 on fourth anniversary date

5. One phantom share unit converts into one Common Share or cash value of one Common Share of the Issuer.

6. Immediately

7. The phantom share units settled (exercised) for $55.50 per unit pursuant to Agreement and Plan of Merger among issuer, EOP Operating Limited Partnership and affiliates of The Blackstone Group.

Remarks:

	By: By Robin Mariella as POA for	02/13/2007
	** 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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