Ownership Submission
FORM 5
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
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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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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. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2016
(Street)


CHICAGO, IL 60606		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Reporting
(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 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 09/27/2016   G 22,205 (1) A $ 0 105,102 (2) I Trust I
Common Shares Of Beneficial Interest 09/27/2016   G 22,205 (1) D $ 0 0 I Grantor Trusts B
Common Shares Of Beneficial Interest 09/27/2016   G 22,205 (3) D $ 0 0 I Grantor Trusts E
Common Shares Of Beneficial Interest 09/27/2016   G 22,205 (3) A $ 0 105,102 I Trust I
Common Shares Of Beneficial Interest 09/27/2016   G 9,943 (4) A $ 0 0 I Trust II
Common Shares Of Beneficial Interest 09/27/2016   G 9,943 (4) D $ 0 0 I Grantor Trusts B
Common Shares Of Beneficial Interest 09/27/2016   G 9,943 (5) A $ 0 0 I Trust II
Common Shares Of Beneficial Interest 09/27/2016   G 9,943 (5) D $ 0 0 I Grantor Trusts E
Common Shares Of Beneficial Interest             3,132 (6) I 401(k) Plan
Common Shares Of Beneficial Interest             2,874 (7) I Family Limited Partnership
Common Shares Of Beneficial Interest             40,000 (8) I Trust III

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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 at End of Issuer's Fiscal Year
(Instr. 4)		 10. Ownership Form of Derivative Security: 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 04/15/2016   G   100,000   (9)   (9) Common Shares Of Beneficial Interest
100,000
$ 0 256,199
D
 
Operating Partnership Units $ 0 04/15/2016   G 100,000     (9)   (9) Common Shares Of Beneficial Interest
100,000
$ 0 100,000 (10)
I
LLC
Operating Partnership Units $ 0 09/27/2016   G   22,205 (11)   (9)   (9) Common Shares Of Beneficial Interest
22,205
$ 0 256,199
D
 
Operating Partnership Units $ 0 09/27/2016   G 22,205 (11)     (9)   (9) Common Shares Of Beneficial Interest
22,205
$ 0 32,148 (12)
I
Grantor Trusts B
Operating Partnership Units $ 0 09/27/2016   G   22,205 (13)   (9)   (9) Common Shares Of Beneficial Interest
22,205
$ 0 256,199
D
 
Operating Partnership Units $ 0 09/27/2016   G 22,205 (13)     (9)   (9) Common Shares Of Beneficial Interest
22,205
$ 0 32,148 (14)
I
Grantor Trusts E
Operating Partnership Units $ 0 09/27/2016   G 9,943 (15)     (9)   (9) Common Shares Of Beneficial Interest
9,943
$ 0 32,148 (12)
I
Grantor Trusts B
Operating Partnership Units $ 0 09/27/2016   G   9,943 (15)   (9)   (9) Common Shares Of Beneficial Interest
9,943
$ 0 256,199
D
 
Operating Partnership Units $ 0 09/27/2016   G   9,943 (16)   (9)   (9) Common Shares Of Beneficial Interest
9,943
$ 0 256,199
D
 
Operating Partnership Units $ 0 09/27/2016   G 9,943 (16)     (9)   (9) Common Shares Of Beneficial Interest
9,943
$ 0 32,148 (14)
I
Grantor Trusts E

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 02/06/2017
**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) In accordance with the substitution provisions thereunder, the reporting person, as Grantor, elected to substitute shares in grantor retained annuity trusts for the benefit of his son on a one-for-one basis for OP Units of equivalent value resulting in a reduction of shares held indirectly by such trusts and a corresponding increase in shares held indirectly by Trust I. See also footnote 11 to Table II of this report.
(2) Represents shares beneficially owned by Trust I, a trust for the benefit of the reporting person's wife. The reporting person is the sole trustee of Trust I, and, as such, may be deemed to be the beneficial owner of these shares.
(3) In accordance with the substitution provisions thereunder, the reporting person, as Grantor, elected to substitute shares in grantor retained annuity trusts for the benefit of his daughter on a one-for-one basis for OP Units of equivalent value resulting in a reduction of shares held indirectly by such trusts and a corresponding increase in shares held indirectly by Trust I. See also footnote 13 to Table II of this report.
(4) In accordance with the substitution provisions thereunder, the reporting person's wife, as Grantor, elected to substitute shares in grantor retained annuity trusts for the benefit of her son in on a one-for-one basis for OP Units of equivalent value resulting in a reduction of shares held indirectly by such trusts and a corresponding increase in shares held indirectly by Trust II. See also footnote 15 to Table II of this report.
(5) In accordance with the substitution provisions thereunder, the reporting person's wife, as Grantor, elected to substitute shares in grantor retained annuity trusts for the benefit of her daughter in on a one-for-one basis for OP Units of equivalent value resulting in a reduction of shares held indirectly by such trusts and a corresponding increase in shares held indirectly by Trust II. See also footnote 16 to Table II of this report.
(6) 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 15, 2016.
(7) Represents shares beneficially owned by a family limited partnership, of which the reporting person is the general partner.
(8) 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.
(9) 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.
(10) Represents OP Units beneficially owned by a limited liability company of which the reporting person is the sole member.
(11) In accordance with the substitution provisions thereunder, the reporting person, as Grantor, elected to substitute OP Units on a one-for-one basis for shares of equivalent value in grantor retained annuity trusts for the benefit of his son resulting in an increase in OP Units held indirectly by such trusts and a corresponding decrease in OP Units held directly by the reporting person. See also footnote 1 to Table I of this report.
(12) 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.
(13) In accordance with the substitution provisions thereunder, the reporting person, as Grantor, elected to substitute OP Units on a one-for-one basis for shares of equivalent value in grantor retained annuity trusts for the benefit of his daughter resulting in an increase in OP Units held indirectly by such trusts and a corresponding decrease in OP Units held directly by the reporting person. See also footnote 3 to Table I of this report.
(14) 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.
(15) In accordance with the substitution provisions thereunder, the reporting person elected to substitute OP Units on a one-for-one basis for shares of equivalent value in grantor retained annuity trusts for the benefit of his son resulting in an increase in OP Units held indirectly by such trusts and a corresponding decrease in OP Units held directly by the reporting person. See also footnote 4 to Table I of this report.
(16) In accordance with the substitution provisions thereunder, the reporting person elected to substitute OP Units on a one-for-one basis for shares of equivalent value in grantor retained annuity trusts for the benefit of his daughter resulting in an increase in OP Units held indirectly by such trusts and a corresponding decrease in OP Units held directly by the reporting person. See also footnote 5 to Table I of this report.

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