Equity Commonwealth Form 4 / SAMUEL ZELL ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

ZELL SAMUEL

(Last)

(First)

(Middle)

C/O EQUITY COMMONWEALTH

TWO NORTH RIVERSIDE PLAZA, SUITE 2100

(Street)

CHICAGO

60606

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Equity Commonwealth [ EQC ]

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

3. Date of Earliest Transaction (Month/Day/Year)
02/07/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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 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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
Common Shares of Beneficial Interest	02/07/2023		M		19,343⁽¹⁾	A	⁽¹⁾	825,116	I	See footnote⁽²⁾
Common Shares of Beneficial Interest								2,584,300	I	See footnote⁽³⁾

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 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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Share Units	⁽⁴⁾	02/07/2023		M			19,343	⁽⁵⁾	⁽⁵⁾	Common Shares of Beneficial Interest	19,343	⁽⁴⁾	0	I	See footnote⁽²⁾
LTIP Units	⁽⁶⁾⁽⁷⁾	02/07/2023		A⁽⁷⁾		75,745		⁽⁷⁾	⁽⁷⁾	Common Shares of Beneficial Interest	75,745	⁽⁶⁾	75,745	I	See footnote⁽²⁾

Explanation of Responses:

1. Each Common Share of Beneficial Interest of Equity Commonwealth ("Common Share") was received in exchange for one Restricted Share Unit ("RSU"), subject to the terms and conditions set forth in the applicable Equity Commonwealth equity compensation plan and the applicable RSU agreement for the Reporting Person. Reflects Common Shares that were issued as a result of certain performance criteria being met with respect to previously granted RSUs, and a portion of such RSUs vesting on the Transaction Date.

2. These shares/units, as applicable, are held by the Samuel Zell Revocable Trust, of which the Reporting Person is the trustee and a beneficiary.

3. These shares are held by EGI-CW Holdings, L.L.C. ("EGI-CW"), which is indirectly controlled by Chai Trust Company, LLC ("Chai"). Two entities, in which trusts established for the benefit of the family of the Reporting Person, the trustee of each of which is Chai, indirectly own interests, are members of EGI-CW. The Reporting Person is not an officer or a director of Chai and does not have voting or dispositive power over the shares, and therefore disclaims beneficial ownership thereof, except to the extent of any pecuniary interest therein indirectly held by his family.

4. Each RSU represents the right to receive one Common Share, subject to the terms and conditions set forth in the applicable Equity Commonwealth equity compensation plan and the applicable RSU agreement for the Reporting Person.

5. On February 9, 2022, the Reporting Person received 38,687 RSUs as a result of certain performance criteria being met with respect to previously granted RSUs, vesting in two equal installments on February 9, 2022 and in February of 2023, subject to the Reporting Person's continued employment with Equity Commonwealth through such date.

6. Each LTIP Unit converts automatically into one share of beneficial interest, designated as a unit (an "OP Unit"), in EQC Operating Trust when the LTIP Unit becomes vested and upon equalization of its capital account with the per-unit capital account of OP Units. OP Units are redeemable for cash or, at the option of Equity Commonwealth, exchangeable for common shares of Equity Commonwealth on a one-for-one basis.

7. Represents LTIP Units issued pursuant to the applicable Equity Commonwealth equity compensation plan. The LTIP Units (or OP Units as applicable) were issued to the Reporting Person as a result of certain performance criteria being met with respect to previously granted LTIP Units, 50% of which are vested (and converted to OP Units) as of the date hereof and 50% of which will vest in February of 2024, subject to the Reporting Person's continued service with Equity Commonwealth through such date.

Remarks:

	/s/ Orrin S. Shifrin, attorney-in-fact	02/08/2023
	** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.

Equity Commonwealth (EQC) Form 4Equity Commonwealth / SAMUEL ZELL ownership change