SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


SCHEDULE 13G/A


UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)*


Equity Commonwealth
(Name of Issuer)


Common Shares of Beneficial Interest
(Title of Class of Securities)


294628102
(CUSIP Number)


12/31/2024
(Date of Event Which Requires Filing of this Statement)


Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐   Rule 13d-1(b)
☒   Rule 13d-1(c)
☐   Rule 13d-1(d)




SCHEDULE 13G/A
CUSIP No.
294628102


1 Names of Reporting Persons

Weiss Asset Management LP
2 Check the appropriate box if a member of a Group (see instructions)

☐  (a)
☐  (b)
3SEC Use Only
4 Citizenship or Place of Organization

DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5 Sole Voting Power: 0.00
6 Shared Voting Power: 9,479,855.00
7 Sole Dispositive Power: 0.00
8 Shared Dispositive Power: 9,479,855.00
9 Aggregate Amount Beneficially Owned by Each Reporting Person

9,479,855.00
10 Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

☐
11 Percent of class represented by amount in row (9)

8.8 %
12 Type of Reporting Person (See Instructions)

IA



SCHEDULE 13G/A
CUSIP No.
294628102


1 Names of Reporting Persons

BIP GP LLC
2 Check the appropriate box if a member of a Group (see instructions)

☐  (a)
☐  (b)
3SEC Use Only
4 Citizenship or Place of Organization

DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5 Sole Voting Power: 0.00
6 Shared Voting Power: 8,709,436.00
7 Sole Dispositive Power: 0.00
8 Shared Dispositive Power: 8,709,436.00
9 Aggregate Amount Beneficially Owned by Each Reporting Person

8,709,436.00
10 Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

☐
11 Percent of class represented by amount in row (9)

8.1 %
12 Type of Reporting Person (See Instructions)

OO



SCHEDULE 13G/A
CUSIP No.
294628102


1 Names of Reporting Persons

WAM GP LLC
2 Check the appropriate box if a member of a Group (see instructions)

☐  (a)
☐  (b)
3SEC Use Only
4 Citizenship or Place of Organization

DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5 Sole Voting Power: 0.00
6 Shared Voting Power: 9,479,855.00
7 Sole Dispositive Power: 0.00
8 Shared Dispositive Power: 9,479,855.00
9 Aggregate Amount Beneficially Owned by Each Reporting Person

9,479,855.00
10 Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

☐
11 Percent of class represented by amount in row (9)

8.8 %
12 Type of Reporting Person (See Instructions)

HC



SCHEDULE 13G/A
CUSIP No.
294628102


1 Names of Reporting Persons

WEISS ANDREW M
2 Check the appropriate box if a member of a Group (see instructions)

☐  (a)
☐  (b)
3SEC Use Only
4 Citizenship or Place of Organization

UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5 Sole Voting Power: 0.00
6 Shared Voting Power: 9,479,855.00
7 Sole Dispositive Power: 0.00
8 Shared Dispositive Power: 9,479,855.00
9 Aggregate Amount Beneficially Owned by Each Reporting Person

9,479,855.00
10 Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

☐
11 Percent of class represented by amount in row (9)

8.8 %
12 Type of Reporting Person (See Instructions)

HC




SCHEDULE 13G/A

Item 1. 
(a) Name of issuer:

Equity Commonwealth
(b) Address of issuer's principal executive offices:

TWO NORTH RIVERSIDE PLAZA, Suite 2000, CHICAGO, ILLINOIS, 60606
Item 2. 
(a) Name of person filing:

(i) Weiss Asset Management LP ("Weiss Asset Management"). (ii) BIP GP LLC ("BIP GP"). (iii) WAM GP LLC ("WAM GP"). (iv) Andrew M. Weiss, Ph.D. ("Andrew Weiss").
(b) Address or principal business office or, if none, residence:

Weiss Asset Management, BIP GP, WAM GP, and Andrew Weiss have a business address of 222 Berkeley St., 16th Floor, Boston, Massachusetts 02116.
(c) Citizenship:

(i) Weiss Asset Management is a Delaware limited partnership. (ii) BIP GP is a Delaware limited liability company. (iii) WAM GP is a Delaware limited liability company. (iv) Andrew Weiss is a United States citizen.
(d) Title of class of securities:

Common Shares of Beneficial Interest
(e) CUSIP No.:

294628102
Item 3.If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)☐   Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)☐   Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)☐   Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)☐   Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)☐   An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)☐   An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)☐   A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)☐   A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)☐   A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)☐   A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
       please specify the type of institution:
(k)☐   Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
 
Item 4.Ownership
(a) Amount beneficially owned:

9,479,855 Shares reported for BIP GP include shares beneficially owned by a private investment partnership (the "Partnership") of which BIP GP is the sole general partner. Weiss Asset Management is the sole investment manager to the Partnership. WAM GP is the sole general partner of Weiss Asset Management. Andrew Weiss is the managing member of WAM GP and BIP GP. Shares reported for WAM GP, Andrew Weiss, and Weiss Asset Management include shares beneficially owned by the Partnership (and reported above for BIP GP). Each of BIP GP, WAM GP, Weiss Asset Management, and Andrew Weiss disclaims beneficial ownership of the shares reported herein as beneficially owned by each except to the extent of their respective pecuniary interest therein. The percent of class computations are based on 107,334,031 common shares of beneficial interest, $0.01 par value, issued and outstanding as of October 18, 2024, as reported in the Form 10-Q of the Issuer, which was filed with the SEC on October 24, 2024.
(b) Percent of class:

8.8  %
(c) Number of shares as to which the person has:
  (i) Sole power to vote or to direct the vote:

0

  (ii) Shared power to vote or to direct the vote:

9,479,855

  (iii) Sole power to dispose or to direct the disposition of:

0

  (iv) Shared power to dispose or to direct the disposition of:

9,479,855

Item 5.Ownership of 5 Percent or Less of a Class.
 
Item 6.Ownership of more than 5 Percent on Behalf of Another Person.
 
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.


Brookdale International Partners, L.P., a US limited partnership, for which Weiss Asset Management serves as investment manager, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, more than five percent of the Common Shares of Beneficial Interest, par value $0.01 per share of the Issuer.
Item 7.Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
 
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.


See Item 4.
Item 8.Identification and Classification of Members of the Group.
 
Not Applicable
Item 9.Notice of Dissolution of Group.
 
Not Applicable

Item 10.Certifications:
 
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

    SIGNATURE 
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 
Weiss Asset Management LP
 Signature:Mary Ferruolo
 Name/Title:Authorized Signatory
 Date:01/30/2025
 
BIP GP LLC
 Signature:Mary Ferruolo
 Name/Title:Authorized Signatory
 Date:01/30/2025
 
WAM GP LLC
 Signature:Mary Ferruolo
 Name/Title:Authorized Signatory
 Date:01/30/2025
 
WEISS ANDREW M
 Signature:Mary Ferruolo
 Name/Title:Attorney-in-Fact for Andrew M. Weiss***
 Date:01/30/2025
Comments accompanying signature: *** Duly authorized under Power of Attorney incorporated herein by reference to the exhibit to the Form 13G/A filed by Weiss Asset Management LP on February 3, 2023 in respect of its holding in DEEP MEDICINE ACQUISITION CORP.
Exhibit Information: Joint Filing Agreement