This excerpt taken from the EQR 10-Q filed May 8, 2006.
(a) Unregistered Common Shares Issued in the Quarter Ended March 31, 2006
On March 23, 2006, the Company issued 287,052 Common Shares, valued at approximately $13.2 million on the date of issuance, to certain preferred partners of a subsidiary of the Operating Partnership upon exchange for 190,000 Preference Interests. Such shares were issued in reliance on an exemption from registration under Section 4(2) of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, as these were transactions by an issuer not involving a public offering. In light of the manner of sale and information obtained by the Company from the preferred partners in connection with these transactions, the Company believes it may rely on this exemption.