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*
SPECTOR GERALD A

(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
X Officer (give title below) Other (specify below)
Chief Operating Officer and Ex
3. Date of Earliest Transaction (Month/Day/Year)
02/03/2005
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 02/03/2005 A(1) 46,993 A $31.76 46,993(2) D
Common Shares of Beneficial Interest 160,474(2) D
Common Shares of Beneficial Interest 215,897(3) I Spouse
Common Shares of Beneficial Interest 393,486(4) I SERP Account
Common Shares of Beneficial Interest 6,328(5) I Children
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) $23.55 02/07/2004 02/07/2013 Common Shares of Beneficial Interest 152,632 152,632(6) D
Non-Qualified Stock Option (right to buy) $25.3438 01/07/2001 01/07/2008 Common Shares of Beneficial Interest 150,000 150,000(7) 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(7) D
Non-Qualified Stock Option (right to buy) $25.844 01/18/2002 01/18/2011 Common Shares of Beneficial Interest 154,742 154,742(8) 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(9) D
Non-Qualified Stock Option (right to buy) $27.2 01/16/2003 01/16/2012 Common Shares of Beneficial Interest 165,444 165,444(10) D
Non-Qualified Stock Option (right to buy) $27.2 01/17/2003 01/17/2012 Common Shares of Beneficial Interest 5,000 5,000(11) D
Non-Qualified Stock Option (right to buy) $27.6 07/11/2002 07/11/2011 Common Shares of Beneficial Interest 200,000 200,000(12) D
Non-Qualified Stock Option (right to buy) $29.25 01/27/2004 01/27/2014 Common Shares of Beneficial Interest 203,906 203,906(13) D
Non-Qualified Stock Option (right to buy) $31.76 02/03/2005 A 188,447 02/03/2005 02/03/2015 Common Shares of Beneficial Interest 188,447 $31.76 188,447(14) D
Explanation of Responses:
1. The Restricted shares reported in this grant are scheduled to vest on February 3, 2008.
2. Shares reported on this line are owned directly and are subject to vesting.
3. Shares reported on this line are beneficially owned by Mr. Spector's spouse. Mr. Spector disclaims beneficial ownership of said shares.
4. Shares reported herein are owned by The Security Trust Company, as Trustee of the Equity Residential Supplemental Retirement Plan for the benefit of the Reporting Person.
5. Shares reported on this line are beneficially owned by Mr. Spector as custodian for his minor children. Mr. Spector disclaims beneficial ownership of said shares.
6. 76,315 share options reported herein will become exercisable on February 7, 2004; 76,316 share options will become exercisable on February 7, 2005; and 76,316 share options will become exercisable on February 7, 2006.
7. Share options reported on this line are fully exercisable.
8. 103,161 share options reported on this line are currently exercisable; and 51,581 share options will become exercisable on January 18, 2004.
9. 6,668 share options reported herein are currently exercisable; and 3,332 share options will become exercisable on May 15, 2003.
10. 55,148 share options reported herein are currently exercisable; 55,148 share options will become exercisable on January 16, 2004; 55,148 share options will become exercisable on January 16, 2005.
11. 3,333 share options reported herein are exercisable; 1,667 will become exercisable on January 17, 2004.
12. One-third of the share options reported on this line are exercisable; one-third will become exercisable on July 11, 2003; and one-third will become exercisable on July 11, 2004.
13. Share options reported on this line will become exercisable in three equal installments on January 27, 2005; January 27, 2006 and January 27, 2007.
14. Share options reported on this line will become exercisable in three equal installments on February 3, 2006; February 3, 2007 and February 3, 2008.
Gerald A Spector 02/07/2005
** 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.