EQUITY RESIDENTIAL (Form: 4, Received: 09/20/2024 16:12:48)

FORM 4 ☐ Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). ☐ Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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) __X__ Other (specify below) Chairman of the Board
(Last) (First) (Middle) TWO NORTH RIVERSIDE PLAZA, SUITE 400	3. Date of Earliest Transaction (MM/DD/YYYY) 9/18/2024
(Street) CHICAGO, IL 60606	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

*Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)*
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		7. Title and Amount of Securities Underlying Derivative Security (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)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Operating Partnership Units	$0	9/18/2024		G			1,270 ⁽¹⁾	⁽²⁾	⁽²⁾	Common Shares Of Beneficial Interest	1,270	$0	91,780 ⁽³⁾	I	LLC
Operating Partnership Units	$0	9/18/2024		G		1,270		⁽²⁾	⁽²⁾	Common Shares Of Beneficial Interest	1,270	$0	1,277 ⁽⁴⁾	I	2020 DN GRAT
Operating Partnership Units	$0	9/18/2024		G			1,273 ⁽⁵⁾	⁽²⁾	⁽²⁾	Common Shares Of Beneficial Interest	1,273	$0	4 ⁽⁴⁾	I	2020 DN GRAT
Operating Partnership Units	$0	9/18/2024		G		1,273		⁽²⁾	⁽²⁾	Common Shares Of Beneficial Interest	1,273	$0	421,877	D
Operating Partnership Units	$0	9/18/2024		G			1,270 ⁽¹⁾	⁽²⁾	⁽²⁾	Common Shares Of Beneficial Interest	1,270	$0	90,510 ⁽³⁾	I	LLC
Operating Partnership Units	$0	9/18/2024		G		1,270		⁽²⁾	⁽²⁾	Common Shares Of Beneficial Interest	1,270	$0	2,204 ⁽⁴⁾	I	2020A DN GRAT
Operating Partnership Units	$0	9/18/2024		G			949 ⁽⁵⁾	⁽²⁾	⁽²⁾	Common Shares Of Beneficial Interest	949	$0	1,255 ⁽⁴⁾	I	2020A DN GRAT
Operating Partnership Units	$0	9/18/2024		G		949		⁽²⁾	⁽²⁾	Common Shares Of Beneficial Interest	949	$0	422,826	D

Explanation of Responses:
(1)	This transaction involved a gift of OP Units by a limited liability company of which the reporting person is the manager to a grantor retained annuity trust for the benefit of the reporting person.
(2)	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.
(3)	Represents OP Units beneficially owned by a limited liability company, of which the reporting person is the manager.
(4)	Represents OP Units beneficially owned by a grantor retained annuity trust for the benefit of the reporting person.
(5)	This transaction involved a gift of OP Units by a grantor retained annuity trust to the reporting person.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
NEITHERCUT DAVID J TWO NORTH RIVERSIDE PLAZA, SUITE 400 CHICAGO, IL 60606	X			Chairman of the Board

Signatures
/s/ Samantha Thompson, Attorney-in-fact		9/20/2024
^**Signature of Reporting Person		Date

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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