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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
| 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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Operating Partnership Units | $ 0 | 12/08/2008 | G | 49,000 | 12/23/1997 | (12) | Common Shares of Beneficial Interest | 49,000 | $ 0 | 84,550 (9) | I | Evans Family LLC | |||
| Operating Partnership Units | $ 0 | 12/08/2008 | C | 49,000 | 12/23/1997 | (12) | Common Shares of Beneficial Interest | 49,000 | $ 0 | 35,550 (9) | I | Evans Family LLC | |||
| Operating Partnership Units | $ 0 | 12/08/2008 | G | 151,500 | 12/23/1997 | (12) | Common Shares of Beneficial Interest | 151,500 | $ 0 | 951,724 (10) | I | EW Investments | |||
| Operating Partnership Units | $ 0 | 12/08/2008 | G | 49,000 | 12/23/1997 | (12) | Common Shares of Beneficial Interest | 49,000 | $ 0 | 902,724 (10) | I | EW Investments | |||
| Operating Partnership Units | $ 0 | 12/08/2008 | G | 151,500 | 12/23/1997 | (12) | Common Shares of Beneficial Interest | 151,500 | $ 0 | 151,504 (11) | I | Trust | |||
| Operating Partnership Units | $ 0 | 12/08/2008 | C | 151,504 | 12/23/1997 | (12) | Common Shares of Beneficial Interest | 151,504 | $ 0 | 0 (11) | I | Trust | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| EVANS STEPHEN O TWO NORTH RIVERSIDE PLAZA, SUITE 400 CHICAGO, IL 60606 |
X | |||
| s/ By: Yasmina Duwe, Attorney-in-fact | 12/10/2008 | |
| **Signature of Reporting Person | Date |
| * | 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) | Direct total includes restricted shares of the Company scheduled to vest in the future along with shares acquired through dividend reinvestments. |
| (2) | 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 October 13, 2008. |
| (3) | Represents shares beneficially owned by The Evans Charitable Foundation, a not-for-profit foundation, of which Mr. Evans serves as chairman. Mr. Evans disclaims beneficial ownership of such shares owned by The Evans Charitable Foundation, except to the extent of his pecuniary interest therein. |
| (4) | Represents shares beneficially owned by The Evans Family Limited Liability Company ("Evans Family LLC"), of which Mr. Evans serves as the manager. Mr. Evans disclaims benefical ownership of such shares owned by the Evans Family LLC, except to the extent of his pecuniary interest therein. |
| (5) | The price represents the weighted average price of the shares sold. The shares were sold within a range of $32.44 to $33.00. The reporting person will provide, upon request by the SEC staff, the issuer, or any security holder of the issuer, full information regarding the number of shares sold at each separate price. |
| (6) | Represents shares owned by AST Trust Company, as Trustee of the Equity Residential Supplemental Executive Retirement Plan, for the benefit of the reporting person, and includes shares acquired through dividend reinvestments. |
| (7) | Represents shares beneficially owned by The Evans Family Revocable Trust (the "Trust"), of which Mr. Evans serves as the trustee. Mr. Evans disclaims beneficial ownership of such shares owned by the Trust, except to the extent of his pecuniary interest therein. |
| (8) | The price represents the weighted average price of the shares sold. The shares were sold within a range of $32.44 to $33.20. The reporting person will provide, upon request by the SEC staff, the issuer, or any security holder of the issuer, full information regarding the number of shares sold at each separate price. |
| (9) | The Operating Partnership Units (OP Units) reported on this line are beneficially owned by The Evans Family Limited Liability Company ("Evans Family LLC"), of which Mr. Evans serves as the manager. The OP Units are convertible into common shares on a one-for-one basis. Mr. Evans disclaims beneficial ownership of such OP Units owned by the Evans Family LLC, except to the extent of his pecuniary interest therein. |
| (10) | The Operating Partnership Units (OP Units) reported on this line are beneficially owned by EW Investments Limited Partnership ("EW Investments"), of which Mr. Evans serves as a general partner. The OP Units are convertible into common shares on a one-for-one basis. Mr. Evans disclaims beneficial ownership of such OP Units owned by EW Investments, except to the extent of his pecuniary interest therein. |
| (11) | The Operating Partnership Units (OP Units) reported on this line are beneficially owned by The Evans Family Revocable Trust (the "Trust"), of which Mr. Evans serves as the trustee. The OP Units are convertible into common shares on a one-for-one basis. Mr. Evans disclaims beneficial ownership of such OP Units owned by the Trust, except to the extent of his pecuniary interest therein. |
| (12) | There is no expiration date. |