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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* SCHALL MICHAEL J (Last) (First) (Middle) C/O ESSEX PROPERTY TRUST 1100 PARK PLACE, SUITE 200 (Street) SAN MATEO CA 94403 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol ESSEX PROPERTY TRUST, INC. [ ESS ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) President and CEO
	3. Date of Earliest Transaction (Month/Day/Year) 01/13/2021
	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 Stock	01/13/2021		A		6,124(1)	A	$0	48,233	D
Common Stock	01/13/2021		F		4,117(2)	D	$236.34	44,116	D
Common Stock								3,113	I	Held by spouse

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	(3)	12/24/2020		G(4)	V		97,579	(3)	(3)	Common Stock	0.0	$0	0	D
LTIP Units(5)	(6)	12/24/2020		G(4)	V		23,363	(6)(7)	(6)	Common Stock	0.0	$0	0	D
Operating Partnership Units	(3)	12/24/2020		G(4)	V	97,579		(3)	(3)	Common Stock	97,579	$0	97,579	I	By family partnership
LTIP Units(5)	(6)	12/24/2020		G(4)	V	23,363		(6)(7)	(6)	Common Stock	23,363	$0	23,363	I	By family partnership

Explanation of Responses:

1. As determined on January 13, 2021, this amount of 6,124 represents all the remaining restricted stock units originally granted on December 7, 2017 that are now earned following the achievement of certain performance criteria based on the Issuer's relative total return to shareholders measured against an industry-specific index through December 7, 2020.

2. Represents the number of shares of common stock withheld by the Company to satisfy tax withholding requirements in connection with the release of restricted stock units that were granted on December 7,2017.

3. Essex Portfolio, L.P. ("EPLP") operating partnership units are exchangeable by the reporting person at any time for an equal number of shares of the issuer's common stock. EPLP operating partnership units have no expiration date.

4. The reporting person transferred these Operating Partnership Units and LTIP Units, as applicable, to a family partnership.

5. Represents LTIP Units in EPLP.

6. Conditioned upon minimum allocations to the capital accounts of the LTIP Units for federal income tax purposes and subject to meeting certain vesting criteria, each LTIP Unit may be converted, at the election of the holder, into an EPLP operating partnership unit. Each EPLP operating partnership unit acquired upon conversion of an LTIP Unit may be converted into one share of the issuer's common stock. LTIP Units are generally not convertible without the consent of the issuer until two years from the date of the grant. The rights to convert LTIP Units into EPLP operating partnership units and to convert EPLP operating partnership units into shares of the issuer's common stock do not have expiration dates.

7. Represents fully-vested LTIP Units granted on December 10, 2013 and December 9, 2014 and additional LTIP units earned on December 9, 2015.

Remarks:

	/s/ John Farias, Attorney in Fact	01/15/2021
	** 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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