SEC Form 5
| FORM 5 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL 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). | |||||||||||||||||
| Form 3 Holdings Reported. | |||||||||||||||||
| Form 4 Transactions Reported. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol EQUITY RESIDENTIAL [ EQR ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year) 12/31/2020 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | |||||||||||||||
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| 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 at end of Issuer's Fiscal Year (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||||||
| Amount | (A) or (D) | Price | |||||||||||||
| Common Shares Of Beneficial Interest | 03/31/2020 | G | 598(1) | D | $0 | 2,874(2) | I | Family Limited Partnership | |||||||
| Common Shares Of Beneficial Interest | 3,392 | D | |||||||||||||
| Common Shares Of Beneficial Interest | 56,464(3) | I | Trust I | ||||||||||||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | ||||||||||||||
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| 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) | |||
| (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | |||||||||
| Operating Partnership Units | $0 | 01/27/2020 | G | 1,150(4) | (5) | (5) | Common Shares Of Beneficial Interest | 1,150 | $0 | 10,208(6) | I | Grantor Trusts B | ||
| Operating Partnership Units | $0 | 01/27/2020 | G | 1,150 | (5) | (5) | Common Shares Of Beneficial Interest | 1,150 | $0 | 365,090 | D | |||
| Operating Partnership Units | $0 | 01/27/2020 | G | 1,150(4) | (5) | (5) | Common Shares Of Beneficial Interest | 1,150 | $0 | 10,208(7) | I | Grantor Trusts E | ||
| Operating Partnership Units | $0 | 01/27/2020 | G | 1,150 | (5) | (5) | Common Shares Of Beneficial Interest | 1,150 | $0 | 365,090 | D | |||
| Non-qualified Stock Option (Right to Buy) | $45.28 | 03/31/2020 | G | 106,380(1) | 02/01/2016 | 09/23/2021 | Common Shares Of Beneficial Interest | 106,380 | $0 | 510,633(8) | I | Family Limited Partnership | ||
| Non-qualified Stock Option (Right to Buy) | $51.34 | 03/31/2020 | G | 57,525(1) | (9) | 02/03/2022 | Common Shares Of Beneficial Interest | 57,525 | $0 | 276,125(8) | I | Family Limited Partnership | ||
| Operating Partnership Units | $0 | 05/19/2020 | G | 100,000(10) | (5) | (5) | Common Shares Of Beneficial Interest | 100,000 | $0 | 100,000(11) | I | LLC | ||
| Non-qualified Stock Option (Right to Buy) | $46.72 | 11/30/2020 | G | 169,473(12) | (13) | 02/07/2023 | Common Shares Of Beneficial Interest | 169,473 | $0 | 0 | D | |||
| Non-qualified Stock Option (Right to Buy) | $46.72 | 11/30/2020 | G | 169,473 | (13) | 02/07/2023 | Common Shares Of Beneficial Interest | 169,473 | $0 | 169,473(14) | I | NSP LLC | ||
| Non-qualified Stock Option (Right to Buy) | $48.13 | 11/30/2020 | G | 136,564 | (15) | 02/06/2024 | Common Shares Of Beneficial Interest | 136,564 | $0 | 136,564(14) | I | NSP LLC | ||
| Non-qualified Stock Option (Right to Buy) | $48.13 | 11/30/2020 | G | 136,564(12) | (15) | 02/06/2024 | Common Shares Of Beneficial Interest | 136,564 | $0 | 0 | D | |||
| Non-qualified Stock Option (Right to Buy) | $60.76 | 11/30/2020 | G | 237,593(12) | 02/02/2017 | 02/02/2027 | Common Shares Of Beneficial Interest | 237,593 | $0 | 0 | D | |||
| Non-qualified Stock Option (Right to Buy) | $60.76 | 11/30/2020 | G | 237,593 | 02/02/2017 | 02/02/2027 | Common Shares Of Beneficial Interest | 237,593 | $0 | 237,593(14) | I | NSP LLC | ||
| Non-qualified Stock Option (Right to Buy) | $60.76 | 11/30/2020 | G | 237,593(12) | (16) | 02/02/2027 | Common Shares Of Beneficial Interest | 237,593 | $0 | 0 | D | |||
| Non-qualified Stock Option (Right to Buy) | $60.76 | 11/30/2020 | G | 237,593 | (16) | 02/02/2027 | Common Shares Of Beneficial Interest | 237,593 | $0 | 237,593(14) | I | NSP LLC | ||
| Non-qualified Stock Option (Right to Buy) | $60.33 | 11/30/2020 | G | 433,317 | 12/31/2018 | 02/01/2028 | Common Shares Of Beneficial Interest | 433,317 | $0 | 433,317(14) | I | NSP LLC | ||
| Non-qualified Stock Option (Right to Buy) | $60.33 | 11/30/2020 | G | 433,317(12) | 12/31/2018 | 02/01/2028 | Common Shares Of Beneficial Interest | 433,317 | $0 | 0 | D | |||
| Non-qualified Stock Option (Right to Buy) | $60.33 | 11/30/2020 | G | 433,317(12) | 02/01/2018 | 02/01/2028 | Common Shares Of Beneficial Interest | 433,317 | $0 | 0 | D | |||
| Non-qualified Stock Option (Right to Buy) | $60.33 | 11/30/2020 | G | 433,317 | 02/01/2018 | 02/01/2028 | Common Shares Of Beneficial Interest | 433,317 | $0 | 433,317(14) | I | NSP LLC | ||
| Non-qualified Stock Option (Right to Buy) | $58.4 | 11/30/2020 | G | 29,250 | 06/25/2021 | 06/25/2030 | Common Shares Of Beneficial Interest | 29,250 | $0 | 29,250(14) | I | NSP LLC | ||
| Non-qualified Stock Option (Right to Buy) | $58.4 | 11/30/2020 | G | 29,250(12) | 06/25/2021 | 06/25/2030 | Common Shares Of Beneficial Interest | 29,250 | $0 | 0 | D | |||
| Operating Partnership Units | $0 | 11/30/2020 | G | 250,000 | (5) | (5) | Common Shares Of Beneficial Interest | 250,000 | $0 | 250,000(17) | I | NSP LLC | ||
| Operating Partnership Units | $0 | 11/30/2020 | G | 250,000(12) | (5) | (5) | Common Shares Of Beneficial Interest | 250,000 | $0 | 365,090 | D | |||
| Explanation of Responses: |
| 1. The reporting person transferred, by gift, 20.833% of his limited partnership interests in the family limited partnership to a family trust. |
| 2. Represents shares beneficially owned by a family limited partnership, of which the reporting person is the general partner. |
| 3. Represents shares beneficially owned by a trust for the benefit of the reporting person's wife. The reporting person is the sole trustee of this trust and, as such, may be deemed the beneficial owner of these shares. |
| 4. This transaction involved a gift of OP Units by a grantor retained annuity trust to the reporting person. |
| 5. The OP Units reflected in this report are previously reported Restricted Units which have automatically converted to OP Units per their terms. The OP Units do not expire and are fully vested, transferable and can be exchanged by the holder for common shares of Equity Residential (the "Company") on a one-for-one basis or, at the Company's option, for the cash value of such shares. |
| 6. Represents OP Units beneficially owned by grantor retained annuity trusts for the benefit of the reporting person's son. The inclusion of these OP Units in this report is not an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose. |
| 7. Represents OP Units beneficially owned by grantor retained annuity trusts for the benefit of the reporting person's daughter. The inclusion of these OP Units in this report is not an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose. |
| 8. Represents share options beneficially owned by a family limited partnership, of which the reporting person is the general partner. |
| 9. Represents options which vested in three equal installments on February 3, 2013, February 3, 2014 and February 3, 2015. |
| 10. The reporting person transferred, by gift, (a) 50% of his limited liability company (LLC) interests to a grantor retained annuity trust for the benefit of his children and (b) 50% of his LLC interests to a trust for the benefit of the reporting person's wife. The reporting person is the manager of the LLC. |
| 11. Represents OP Units beneficially owned by a limited liability company, of which the reporting person is the manager. |
| 12. This transaction involved a gift of securities by the reporting person to a limited liability company of which the reporting person is sole member. |
| 13. Represents options which vested in approximately three equal installments on February 7, 2014, February 7, 2015 and February 7, 2016. |
| 14. Represents share options beneficially owned by a limited liability company, of which the reporting person is the sole member. |
| 15. Represents share options which vested in three equal installments on February 6, 2015, February 6, 2016 and February 6, 2017. |
| 16. One-third vested on February 1, 2018 and the remainder vested upon the reporting person's retirement on December 31, 2018. |
| 17. Represents OP Units beneficially owned by a limited liability company, of which the reporting person is the sole member. |
| /s/ Samantha Thompson, Attorney-in-fact | 02/12/2021 | |
| ** 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). | ||
| 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. | ||