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^*

MILLICHAP WILLIAM A

(Last)

(First)

(Middle)

925 EAST MEADOW DRIVE

(Street)

PALO ALTO

94303

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
03/03/2006

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 Stock	03/03/2006		P⁽¹⁾⁽²⁾		100	A	$99.47	0⁽³⁾	I	By son
Common Stock	03/03/2006		P⁽¹⁾⁽²⁾		400	A	$99.43	0⁽³⁾	I	By son
Common Stock	03/03/2006		S⁽¹⁾⁽²⁾		100	D	$99.08	0⁽³⁾	I	By son
Common Stock	03/03/2006		S⁽¹⁾⁽²⁾		100	D	$99	0⁽³⁾	I	By son
Common Stock	03/03/2006		S⁽¹⁾⁽²⁾		300	D	$99.01	0⁽³⁾	I	By son
Common Stock	03/07/2006		P⁽¹⁾⁽²⁾		250	A	$100.98	0⁽³⁾	I	By son
Common Stock	03/07/2006		S⁽¹⁾⁽²⁾		250	D	$100.5	0⁽³⁾	I	By son
Common Stock	03/21/2006		P⁽¹⁾⁽²⁾		250	A	$109	0⁽³⁾	I	By son
Common Stock	03/21/2006		S⁽¹⁾⁽²⁾		250	D	$110	0⁽³⁾	I	By son
Common Stock	03/22/2006		S⁽¹⁾⁽²⁾		150	D	$107.94	0⁽³⁾	I	By son
Common Stock	03/23/2006		P⁽¹⁾⁽²⁾		150	A	$107.53	0⁽³⁾	I	By son
Common Stock	03/28/2006		S⁽¹⁾⁽²⁾		250	D	$107.42	0⁽³⁾	I	By son
Common Stock	03/30/2006		P⁽¹⁾⁽²⁾		250	A	$108.56	0⁽³⁾	I	By son
Common Stock	02/02/2007		S⁽¹⁾⁽²⁾		100	D	$145.02	0⁽³⁾	I	By son
Common Stock	02/02/2007		P⁽¹⁾⁽²⁾		100	A	$145.94	0⁽³⁾	I	By son
Common Stock	02/05/2007		P⁽¹⁾⁽²⁾		200	A	$145.6	0⁽³⁾	I	By son
Common Stock	02/05/2007		S⁽¹⁾⁽²⁾		200	D	$144.87	0⁽³⁾	I	By son
Common Stock	02/06/2007		P⁽¹⁾⁽²⁾		150	A	$145.2	0⁽³⁾	I	By son
Common Stock	02/06/2007		S⁽¹⁾⁽²⁾		150	D	$146	0⁽³⁾	I	By son
Common Stock	02/07/2007		P⁽¹⁾⁽²⁾		200	A	$145.46	0⁽³⁾	I	By son
Common Stock	02/07/2007		S⁽¹⁾⁽²⁾		100	D	$145.84	0⁽³⁾	I	By son
Common Stock	02/07/2007		S⁽¹⁾⁽²⁾		100	D	$146.4	0⁽³⁾	I	By son
Common Stock	02/07/2007		S⁽¹⁾⁽²⁾		150	D	$145.05	0⁽³⁾	I	By son
Common Stock	02/07/2007		P⁽¹⁾⁽²⁾		150	A	$146.3	0⁽³⁾	I	By son
Common Stock	02/08/2007		S⁽¹⁾⁽²⁾		150	D	$148.1	0⁽³⁾	I	By son
Common Stock	02/09/2007		P⁽¹⁾⁽²⁾		50	A	$144.46	0⁽³⁾	I	By son
Common Stock	02/09/2007		P⁽¹⁾⁽²⁾		100	A	$144.46	0⁽³⁾	I	By son
Common Stock	02/09/2007		S⁽¹⁾⁽²⁾		100	D	$145.25	0⁽³⁾	I	By son
Common Stock	04/25/2007		P		0⁽³⁾	A	$0	7,400⁽⁴⁾⁽⁵⁾	D
Common Stock	04/25/2007		P		0	A	$0	18,591⁽⁵⁾	I	By 401(k) plan

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)

Explanation of Responses:

1. The above securities transactions were all made by the reporting person's adult son and the reporting person may be deemed to have beneficial ownership interest in these securities. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

2. The reporting person has paid to Essex Property Trust Inc., $10,647.50 representing the full amount of the short swing profit, as calculated pursuant to the Section 16 short swing profit methodology, in connection with the above-listed, potential short swing transactions and in connection with the potential short swing transactions listed in the other Form 4 that the reporting person is filing today.

3. Holdings as of the date of this filing are reported at end of table.

4. Represent shares of common stock directly owned by Mr. Millichap. Does not include shares of common stock issuable upon exchange of operating partnership units or vested options.

5. Represent holdings as of the date of this filing.

	William A. Millichap	04/25/2007
	** 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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