Schall Michael J Form 4 ESSEX PROPERTY TRUST / MICHAEL J SCHALL ownership change

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^*

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)
10/25/2019

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	10/25/2019		M		4,542	A	$132.03(1)	44,393	D
Common Stock	10/25/2019		M		699	A	$143.03(2)	45,092	D
Common Stock	10/25/2019		M		655	A	$152.63(1)	45,747	D
Common Stock	10/25/2019		F		4,142	D	$325.91(3)	41,605	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
Stock Option (Right to Purchase)	$132.03	10/25/2019		M			4,542	12/06/2011(4)	12/06/2021	Common Stock	4,542	$0	0	D
Stock Option (Right to Purchase)	$143.03	10/25/2019		M			699	12/11/2012(5)	12/11/2019	Common Stock	699	$0	0	D
Stock Option (Right to Purchase)	$152.63	10/25/2019		M			655	12/10/2014(6)	12/10/2023	Common Stock	655	$0	0	D

Explanation of Responses:

1. Under the options terms, the maximum value that the Reporting Person could receive is $100 per share.

2. Under the options terms, the maximum value that the Reporting Person could receive is $75 per share.

3. Represents the number of shares of common stock that the Reporting Person delivered to the Company to satisfy the payment of exercise price and the proceeds above the respective maximum value of each stock option that the Reporting Person could receive.

4. Vested 10% on December 6, 2011, and 20% on each annual anniversary thereafter.

5. Vested 10% on December 11, 2012, and 20% on each annual anniversary thereafter.

6. Vested 20% on December 10, 2014 and 1/60th on each monthly anniversary thereafter.

Remarks:

	/s/ John Farias, Attorney in Fact	10/28/2019
	** 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.