EQC-D Equity Commonwealth

FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES                                                                                   
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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 * ZELL SAMUEL	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
(Last)          (First)          (Middle) C/O EQUITY COMMONWEALTH, TWO NORTH RIVERSIDE PLAZA, SUITE 2100	3. Date of Earliest Transaction (MM/DD/YYYY) 1/26/2022
(Street) CHICAGO, IL 60606 (City)        (State)        (Zip)	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

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)
			Code	V	Amount	(A) or (D)	Price

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
LTIP Units	(1)	1/26/2022		A (2)		25882		(1)(2)	(1)(2)	Common Shares of Beneficial Interest	25882.0	$0	25882	I	See footnote (3)

Explanation of Responses:
(1)	Each LTIP Unit has or will convert 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.
(2)	Represents LTIP Units issued pursuant to the Equity Commonwealth 2015 Omnibus Incentive Plan. The LTIP Units will vest 25% in February 2024, 25% in February 2025 and 50% in February 2026, subject to the Reporting Person's continued service with Equity Commonwealth through such dates.
(3)	The Reporting Person beneficially owns these LTIP Units indirectly through the Samuel Zell Revocable Trust (the "Trust"), of which the Reporting Person is the trustee and a beneficiary.

Remarks: Exhibit List: Exhibit 24 - Power of Attorney

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
ZELL SAMUEL C/O EQUITY COMMONWEALTH TWO NORTH RIVERSIDE PLAZA, SUITE 2100 CHICAGO, IL 60606	X			Chairman of the Board

Signatures
/s/ Orrin S. Shifrin, attorney-in-fact		1/28/2022
**Signature of Reporting Person		Date