Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
NEITHERCUT DAVID J
   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)
President & CEO
(Last)
(First)
(Middle)
TWO NORTH RIVERSIDE PLAZA, SUITE 400		 3. Date of Earliest Transaction (Month/Day/Year)
02/07/2013
(Street)

CHICAGO, IL 60606		 4. If Amendment, Date 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
(City)
(State)
(Zip)
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 Shares Of Beneficial Interest 01/14/2013   G V 1,624 D $ 0 36,213 (1) I Grantor Trust (fbo daughter)
Common Shares Of Beneficial Interest 01/14/2013   G V 1,624 A $ 0 107,700.753 (2) I Trust (fbo wife)
Common Shares Of Beneficial Interest 01/14/2013   G V 1,624 A $ 0 109,324.753 (2) I Trust (fbo wife)
Common Shares Of Beneficial Interest 01/14/2013   G V 1,624 D $ 0 36,213 (3) I Grantor Trust (fbo son)
Common Shares Of Beneficial Interest 01/14/2013   G V 51 A $ 0 1,133 (4) I Trust (fbo wife)
Common Shares Of Beneficial Interest 01/14/2013   G V 51 D $ 0 36,162 (1) I Grantor Trust (fbo daughter)
Common Shares Of Beneficial Interest 01/14/2013   G V 51 A $ 0 1,184 (4) I Trust (fbo wife)
Common Shares Of Beneficial Interest 01/14/2013   G V 51 D $ 0 36,162 (3) I Grantor Trust (fbo son)
Common Shares Of Beneficial Interest               2,400.9011 (5) I 401(k) Plan
Common Shares Of Beneficial Interest               2,874 (6) I Family Limited Partnership
Common Shares Of Beneficial Interest               2,038.736 (7) I SERP Account

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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 Underlying Securities
(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 of Derivative Security: 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) $ 42.8 09/28/2012   G V 125,003     (8) 02/03/2016 Common Shares Of Beneficial Interest 125,003 $ 0 125,003 I Family Limited Partnership (9)
Non-qualified Stock Option (Right to Buy) $ 42.8 09/28/2012   G V   125,003   (8) 02/03/2016 Common Shares Of Beneficial Interest 125,003 $ 0 0 D  
Non-qualified Stock Option (Right to Buy) $ 53.5 09/28/2012   G V   90,859   (10) 02/08/2017 Common Shares Of Beneficial Interest 90,859 $ 0 0 D  
Non-qualified Stock Option (Right to Buy) $ 53.5 09/28/2012   G V 90,859     (10) 02/08/2017 Common Shares Of Beneficial Interest 90,859 $ 0 90,859 I Family Limited Partnership (9)
Non-qualified Stock Option (Right to Buy) $ 38.57 09/28/2012   G V   125,309   (11) 02/07/2018 Common Shares Of Beneficial Interest 125,309 $ 0 0 D  
Non-qualified Stock Option (Right to Buy) $ 38.57 09/28/2012   G V 125,309     (11) 02/07/2018 Common Shares Of Beneficial Interest 125,309 $ 0 125,309 I Family Limited Partnership (9)
Non-qualified Stock Option (Right to Buy) $ 23.07 09/28/2012   G V 340,238     (12) 02/06/2019 Common Shares Of Beneficial Interest 340,238 $ 0 340,238 I Family Limited Partnership (9)
Non-qualified Stock Option (Right to Buy) $ 23.07 09/28/2012   G V   340,238   (12) 02/06/2019 Common Shares Of Beneficial Interest 340,238 $ 0 0 D  
Non-qualified Stock Option (Right to Buy) $ 32.97 09/28/2012   G V   201,382   (13) 02/05/2020 Common Shares Of Beneficial Interest 201,382 $ 0 0 D  
Non-qualified Stock Option (Right to Buy) $ 32.97 09/28/2012   G V 201,382     (13) 02/05/2020 Common Shares Of Beneficial Interest 201,382 $ 0 201,382 I Family Limited Partnership (9)
Non-qualified Stock Option (Right to Buy) $ 53.71 09/28/2012   G V 171,250     (14) 02/07/2021 Common Shares Of Beneficial Interest 171,250 $ 0 171,250 I Family Limited Partnership (9)
Non-qualified Stock Option (Right to Buy) $ 53.71 09/28/2012   G V   171,250   (14) 02/07/2021 Common Shares Of Beneficial Interest 171,250 $ 0 0 D  
Non-qualified Stock Option (Right to Buy) $ 53.13 09/28/2012   G V   435,078 02/01/2016 09/23/2021 Common Shares Of Beneficial Interest 435,078 $ 0 0 D  
Non-qualified Stock Option (Right to Buy) $ 53.13 09/28/2012   G V 435,078   02/01/2016 09/23/2021 Common Shares Of Beneficial Interest 435,078 $ 0 435,078 I Family Limited Partnership (9)
Non-qualified Stock Option (Right to Buy) $ 60.25 09/28/2012   G V   235,269   (15) 02/03/2022 Common Shares Of Beneficial Interest 235,269 $ 0 0 D  
Non-qualified Stock Option (Right to Buy) $ 60.25 09/28/2012   G V 235,269     (15) 02/03/2022 Common Shares Of Beneficial Interest 235,269 $ 0 235,269 I Family Limited Partnership (9)
Non-qualified Stock Option (Right to Buy) $ 54.82 02/07/2013   A   144,398     (16) 02/07/2023 Common Shares Of Beneficial Interest 144,398 $ 0 144,398 D  
LTIP Units (17) 02/07/2013   A   62,427     (18) 02/07/2023 Operating Partnership Units 62,427 $ 0 62,427 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
NEITHERCUT DAVID J
TWO NORTH RIVERSIDE PLAZA, SUITE 400
CHICAGO, IL 60606		   X     President & CEO  

Signatures

 s/ By: Jane Matz, Attorney-in-fact   02/11/2013
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Represents shares beneficially owned by a trust for the benefit of the reporting person's daughter. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares 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.
(2) 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.
(3) Represents shares beneficially owned by a trust for the benefit of the reporting person's son. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares 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.
(4) Represents shares beneficially owned by a trust for the benefit of the reporting person's wife. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares 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.
(5) Represents shares acquired through profit sharing contributions and dividend reinvestment activity in the reporting person's account with the Equity Residential Advantage 401(k) Retirement Savings Plan, a plan qualified under Section 401(k) of the Internal Revenue Code of 1986, as amended. Such shares represent acquisitions through January 11, 2013.
(6) Represents shares beneficially owned by a family limited partnership, of which the reporting person is the general partner.
(7) Represents shares owned by Principal Trust Company, as Trustee of the Equity Residential Supplemental Executive Retirement Plan, for the benefit of the reporting person.
(8) Represents share options scheduled to vest in approximately three equal installments on February 3, 2007, February 3, 2008 and February 3, 2009.
(9) The reporting person transferred these options to a family partnership, of which the reporting person is the general partner.
(10) Represents share options scheduled to vest in approximately three equal installments on February 8, 2008, February 8, 2009 and February 8, 2010.
(11) Represents share options scheduled to vest in approximately three equal installments on February 7, 2009, February 7, 2010 and February 7, 2011.
(12) Represents share options scheduled to vest in approximately three equal installments on February 6, 2010, February 6, 2011 and February 6, 2012.
(13) Represents share options scheduled to vest in approximately three equal installments on February 5, 2011, February 5, 2012 and February 5, 2013.
(14) Represents share options scheduled to vest in approximately three equal installments on February 7, 2012, February 7, 2013 and February 7, 2014.
(15) Represents share options scheduled to vest in three equal installments on February 3, 2013, February 3, 2014 and February 3, 2015.
(16) Represents share options scheduled to vest in approximately three equal installments on February 7, 2014, February 7, 2015 and February 7, 2016.
(17) On February 7, 2013, the reporting person received a grant of restricted limited partnership interests ("LTIP Units") in ERP Operating Limited Partnership (the "Operating Partnership"), the operating partnership of Equity Residential (the "Company"), in lieu of restricted shares of the Company as part of the Company's annual grant of long-term compensation. LTIP Units are a class of partnership interest that automatically convert into an equal number of limited partnership interests of the Operating Partnership ("OP Units") when the capital account related to the LTIP Units reaches a specified target for federal income tax purposes (provided such target is reached within ten years of issuance). Subject to any vesting requirements of the grant, OP Units are redeemable by the holder for common shares of the Company on a one-for-one basis or the cash value of such shares, at the Company's option. The LTIPs reflected in this report also include any OP Units into which such LTIP Units automatically convert.
(18) The LTIP Units are scheduled to vest on February 7, 2016.

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