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^*

TUOMI FREDERICK C

(Last)

(First)

(Middle)

26970 ALISO VIEJO PARKWAY

SUITE 250

(Street)

ALISO VIEJO

92656

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Executive Vice President

3. Date of Earliest Transaction (Month/Day/Year)
02/18/2005

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)
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)
Common Shares of Beneficial Interest	02/18/2005		M		3,000	A	$23.55	61,380⁽¹⁾	D
Common Shares of Beneficial Interest	02/18/2005		S		3,000	D	$33.49	58,380⁽¹⁾	D
Common Shares of Beneficial Interest	02/18/2005		M		12,200	A	$23.55	70,580⁽¹⁾	D
Common Shares of Beneficial Interest	02/18/2005		S		12,200	D	$33.5	58,380⁽¹⁾	D
Common Shares of Beneficial Interest	02/18/2005		M		1,200	A	$23.55	59,580⁽¹⁾	D
Common Shares of Beneficial Interest	02/18/2005		S		1,200	D	$35.51	58,380⁽¹⁾	D
Common Shares of Beneficial Interest	02/18/2005		M		100	A	$23.55	58,480⁽¹⁾	D
Common Shares of Beneficial Interest	02/18/2005		S		100	D	$33.52	58,380⁽¹⁾	D
Common Shares of Beneficial Interest	02/18/2005		M		400	A	$23.55	58,780⁽¹⁾	D
Common Shares of Beneficial Interest	02/18/2005		S		400	D	$33.53	58,380⁽¹⁾	D
Common Shares of Beneficial Interest	02/18/2005		M		3,200	A	$23.55	61,580⁽¹⁾	D
Common Shares of Beneficial Interest	02/18/2005		S		3,200	D	$33.54	58,380⁽¹⁾	D
Common Shares of Beneficial Interest	02/18/2005		M		1,500	A	$23.55	59,880⁽¹⁾	D
Common Shares of Beneficial Interest	02/18/2005		S		1,500	D	$33.55	58,380⁽¹⁾	D
Common Shares of Beneficial Interest	02/18/2005		M		200	A	$23.55	58,580⁽¹⁾	D
Common Shares of Beneficial Interest	02/18/2005		S		200	D	$33.56	58,380⁽¹⁾	D
Common Shares of Beneficial Interest	02/18/2005		M		200	A	$23.55	58,580⁽¹⁾	D
Common Shares of Beneficial Interest	02/18/2005		S		200	D	$33.57	58,380⁽¹⁾	D
Common Shares of Beneficial Interest	02/18/2005		M		600	A	$23.55	58,980⁽¹⁾	D
Common Shares of Beneficial Interest	02/18/2005		S		600	D	$33.58	58,380⁽¹⁾	D
Common Shares of Beneficial Interest	02/18/2005		M		426	A	$23.55	58,806⁽¹⁾	D
Common Shares of Beneficial Interest	02/18/2005		S		426	D	$33.59	58,380⁽¹⁾	D
Common Shares of Beneficial Interest								101,633⁽²⁾	I	SERP Account

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 Stock Option (right to buy)	$23.55	02/18/2005		M			3,000	02/07/2004	02/07/2013	Common Shares of Beneficial Interest	3,000	$33.49	43,053⁽³⁾	D
Non-Qualified Stock Option (right to buy)	$23.55	02/18/2005		M			12,200	02/07/2004	02/07/2013	Common Shares of Beneficial Interest	12,200	$33.5	30,853⁽³⁾	D
Non-Qualified Stock Option (right to buy)	$23.55	02/18/2005		M			1,200	02/07/2004	02/07/2013	Common Shares of Beneficial Interest	1,200	$33.51	29,653⁽³⁾	D
Non-Qualified Stock Option (right to buy)	$23.55	02/18/2005		M			100	02/07/2004	02/07/2013	Common Shares of Beneficial Interest	100	$33.52	29,553⁽³⁾	D
Non-Qualified Stock Option (right to buy)	$23.55	02/18/2005		M			400	02/07/2004	02/07/2013	Common Shares of Beneficial Interest	400	$33.53	29,153⁽³⁾	D
Non-Qualified Stock Option (right to buy)	$23.55	02/18/2005		M			3,200	02/07/2004	02/07/2013	Common Shares of Beneficial Interest	3,200	$33.54	25,953⁽³⁾	D
Non-Qualified Stock Option (right to buy)	$23.55	02/18/2005		M			1,500	02/07/2004	02/07/2013	Common Shares of Beneficial Interest	1,500	$33.55	24,453⁽³⁾	D
Non-Qualified Stock Option (right to buy)	$23.55	02/18/2005		M			200	02/07/2004	02/07/2013	Common Shares of Beneficial Interest	200	$33.56	24,253⁽³⁾	D
Non-Qualified Stock Option (right to buy)	$23.55	02/18/2005		M			200	02/07/2004	02/07/2013	Common Shares of Beneficial Interest	200	$33.57	24,053⁽³⁾	D
Non-Qualified Stock Option (right to buy)	$23.55	02/18/2005		M			600	02/07/2004	02/07/2013	Common Shares of Beneficial Interest	600	$33.58	23,453⁽³⁾	D
Non-Qualified Stock Option (right to buy)	$23.55	02/18/2005		M			426	02/07/2004	02/07/2013	Common Shares of Beneficial Interest	426	$33.59	23,027⁽³⁾	D
Non-Qualified Stock Option (right to buy)	$25.3438							01/07/2001	01/07/2008	Common Shares of Beneficial Interest	80,000		80,000⁽⁴⁾	D
Non-Qualified Stock Option (right to buy)	$25.844							01/18/2002	01/18/2011	Common Shares of Beneficial Interest	82,536		82,536⁽⁵⁾	D
Non-Qualified Stock Option (right to buy)	$27.2							01/16/2003	01/16/2012	Common Shares of Beneficial Interest	54,687		54,687⁽⁶⁾	D
Non-Qualified Stock Option (right to buy)	$27.6							07/11/2002	07/11/2011	Common Shares of Beneficial Interest	65,000		65,000⁽⁷⁾	D
Non-Qualified Stock Option (right to buy)	$29.25							01/27/2004	01/27/2014	Common Shares of Beneficial Interest	65,268		65,268⁽⁸⁾	D
Non-Qualified Stock Option (right to buy)	$31.76							02/03/2005	02/03/2015	Common Shares of Beneficial Interest	66,290		66,290⁽⁹⁾	D

Explanation of Responses:

1. Shares reported on this line are owned directly and some of the shares (including the shares which are subject to the grant award reported herein) are subject to vesting.

2. 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.

3. 23,026 share options reported herein will become exercisable on February 7, 2004; 23,026 share options will become exercisable on February 7, 2005; 23,027 share options will become exercisable on February 7, 2006.

4. Share options reported on this line are fully exercisable.

5. 55,024 share options reported herein are currently exercisable; and 27,512 share options will become exercisable on January 18, 2004.

6. 18,229 share options reported herein are currently exercisable; 18,229 share options are scheduled to vest on January 16, 2004; 18,229 share options are scheduled to vest on January 16, 2005.

7. 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.

8. Share options reported on this line will become exercisable in three equal installments on January 27, 2005; January 27, 2006 and January 27, 2007.

9. Share options reported on this line will become exercisable in three equal installments on February 3, 2006; February 3, 2007 and February 3, 2008.

	Frederick C Tuomi	02/22/2005
	** 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.
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