Sec Form 5 Filing - NEITHERCUT DAVID J @ EQUITY RESIDENTIAL - 2020-12-31

FORM 5 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 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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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 _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) TWO NORTH RIVERSIDE PLAZA, SUITE 400 3. Date of Earliest Transaction (MM/DD/YY) 12/31/2020 (Street) CHICAGO, IL60606 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 03/31/2020 G V 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) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 Operating Partnership Units $ 0 01/27/2020 G V 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 V 1,150 ( 5 ) ( 5 ) Common Shares Of Beneficial Interest 1,150 $ 0 365,090 D Operating Partnership Units $ 0 01/27/2020 G V 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 V 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 V 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 V 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 V 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 V 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 V 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 V 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 V 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 V 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 V 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 V 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 V 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 V 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 V 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 V 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 V 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 V 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 V 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 V 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 V 250,000 < a href="#F12">( 12 ) ( 5 ) ( 5 ) Common Shares Of Beneficial Interest 250,000 $ 0 365,090 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other NEITHERCUT DAVID J TWO NORTH RIVERSIDE PLAZA, SUITE 400 CHICAGO, IL60606 X Signatures /s/ Samantha Thompson, Attorney-in-fact 02/12/2021 Signature of Reporting Person Date

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.

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).

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