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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Expires: February 28, 2011 Estimated average burden hours per response 0.5
X	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) TWO NORTH RIVERSIDE PLAZA SUITE 600 (Street) CHICAGO IL 60606 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol EQUITY OFFICE PROPERTIES TRUST [ EOP ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 02/09/2007
	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)
			Code	V	Amount	(A) or (D)	Price
Com Sh of B.I., p.v. $.01	02/09/2007		D		326,156	D	$55.5 ( 1 )	0	D
Com Sh of B.I., p.v. $.01	02/09/2007		D		32,000	D	$55.5 ( 1 )	0	I	By Spouse, Trustee for HZRT ( 2 )
Com Sh of B.I., p.v. $.01	02/09/2007		D		43,753	D	$55.5 ( 1 )	0	I	See Buzzard Footnote ( 3 )
Com Sh of B.I., p.v. $.01	02/09/2007		D		12,834	D	$55.5 ( 1 )	0	I	See EGI Footnote ( 4 )
Com Sh of B.I., p.v. $.01	02/09/2007		D		12,835	D	$55.5 ( 1 )	0	I	See EGIL Footnote ( 5 )
Com Sh of B.I., p.v. $.01	02/09/2007		D		258,178	D	$55.5 ( 1 )	0	I	See Samstock/Alpha Footnote ( 6 )
Com Sh of B.I., p.v. $.01	02/09/2007		D		27,348	D	$55.5 ( 1 )	0	I	See SZRT Footnote ( 7 )
Com Sh of B.I., p.v. $.01	02/09/2007		D		1,239,472	D	$55.5 ( 1 )	0	I	See ZFT Footnote ( 8 )

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Non-Qualifed Share Option (right to buy)	$28.2	02/09/2007		D			10,000	11/15/1998 ( 9 )	05/15/2008	Com Sh of B.I., p.v. $.01	10,000	( 10 )	0	D
Non-Qualified Share Option (right to buy)	$21	02/09/2007		D			200,000	01/11/1998 ( 11 )	07/11/2007	Com Sh of B.I., p.v. $.01	200,000	( 10 )	0	D
Non-Qualified Share Option (right to buy)	$29.5	02/09/2007		D			500,000	02/17/1998 ( 12 )	02/17/2008	Com Sh of B.I., p.v. $.01	500,000	( 10 )	0	D
Non-Qualified Share Option (right to buy)	$29.5	02/09/2007		D			500,000	02/16/2000 ( 11 )	02/16/2009	Com Sh of B.I., p.v. $.01	500,000	( 10 )	0	D
Non-Qualified Share Option (right to buy)	$28.225	02/09/2007		D			10,000	11/21/1999 ( 9 )	05/21/2009	Com Sh of B.I., p.v. $.01	10,000	( 10 )	0	D
Non-Qualified Share Option (right to buy)	$24.225	02/09/2007		D			750,000	12/31/2000 ( 13 )	12/30/2009	Com Sh of B.I., p.v. $.01	750,000	( 10 )	0	D
Non-Qualified Share Option (right to buy)	$27.462	02/09/2007		D			10,000	11/04/2000 ( 9 )	05/04/2010	Com Sh of B.I., p.v. $.01	10,000	( 10 )	0	D
Non-Qualified Share Option (right to buy)	$29.98	02/09/2007		D			750,000	02/15/2002 ( 11 )	02/14/2011	Com Sh of B.I., p.v. $.01	750,000	( 10 )	0	D
Non-Qualified Share Option (right to buy)	$28.22	02/09/2007		D			10,000	11/22/2001 ( 9 )	05/22/2011	Com Sh of B.I., p.v. $.01	10,000	( 10 )	0	D
Non-Qualified Share Option (right to buy)	$28.36	02/09/2007		D			615,000	02/22/2003 ( 11 )	02/21/2012	Com Sh of B.I., p.v. $.01	615,000	( 10 )	0	D
Non-Qualified Share Option (right to buy)	$24.53	02/09/2007		D			348,960	03/01/2004 ( 14 )	02/28/2013	Com Sh of B.I., p.v. $.01	348,960	( 10 )	0	D
Non-Qualified Share Option (right to buy)	$28.54	02/09/2007		D			372,706	03/01/2005 ( 11 )	03/01/2014	Com Sh of B.I., p.v. $.01	372,706	( 10 )	0	D
Non-Qualified Share Option Grant	$30.98	02/09/2007		D			200,123	03/01/2007	02/24/2016	Com Sh of B.I., p.v. $.01	200,123	( 10 )	0	D
Non-Qualified Share Option Grant (right to buy)	$29.52	02/09/2007		D			342,827	02/25/2006 ( 15 )	02/25/2015	Com Sh of B.I., p.v. $.01	342,827	( 10 )	0	D
OP Units (right to exchange for Common Shares)	( 13 )	02/09/2007		D			5,321	07/11/1999	12/31/2050 ( 16 )	Com Sh of B.I., p.v. $.01	5,321	$55.5 ( 17 )	0	I	Samstock ZGPI ( 18 )
OP Units (right to exchange for Common Shares)	( 13 )	02/09/2007		D			1,990,579	07/11/1999	12/31/2050 ( 16 )	Com Sh of B.I., p.v. $.01	1,990,579	$55.5 ( 17 )	0	I	Samstock/ALPHA OPs ( 19 )
OP Units (right to exchange for Common Shares)	( 13 )	02/09/2007		D			1,775,065	07/11/1999	12/31/2050 ( 16 )	Com Sh of B.I., p.v. $.01	1,775,065	$55.5 ( 17 )	0	I	Samstock/SZRT OPs ( 20 )
OP Units (right to exchange for Common Shares)	( 13 )	02/09/2007		D			1,919,706	07/11/1999	12/31/2050 ( 16 )	Com Sh of B.I., p.v. $.01	1,919,706	$55.5 ( 17 )	0	I	See EGI Footnote ( 21 )
OP Units (right to exchange for Common Shares)	( 13 )	02/09/2007		D			1,919,749	07/11/1999	12/31/2050 ( 16 )	Com Sh of B.I., p.v. $.01	1,919,749	$55.5 ( 17 )	0	I	See EGIL Footnote ( 22 )
OP Units (right to exchange for Common Shares)	( 13 )	02/09/2007		D			6,010,399	07/11/1999	12/31/2050 ( 16 )	Com Sh of B.I., p.v. $.01	6,010,399	$55.5 ( 17 )	0	I	See ZFT Footnote ( 23 )
Phantom Share Units	( 24 )	02/09/2007		D			159,895	( 25 )	( 25 )	Com Sh of B.I., p.v. $.01	159,895	( 26 )	0	D

Explanation of Responses:

1. Disposed of pursuant to Agreement and Plan of Merger among issuer, EOP Operating Limited Partnership and affiliates of The Blackstone Group.

2. The Common Shares of Beneficial Interest reported herein were owned by the Helen Zell Revocable Trust (''HZRT'') on 11/20/98, the date on which the Reporting Person married Helen Zell, the trustee of HZRT. Reporting Person does not have a pecuniary interest in such shares.

3. The securities reported herein are owned by Buzzard Partners. The Rochelle Zell Trust (''RZ'') was a partner in Buzzard Partners. The Reporting Person was a co-trustee and a beneficiary of RZ. A portion of the pecuniary interest in such shares is attributable to persons other than the Reporting Person.

4. The securities reported herein are owned by EGI Holdings, Inc. Under a stockholder's agreement dated December 31, 1999 among certain trusts established for the benefit of the family of the Reporting Person (the "Zell Trusts") and certain trusts established for the benefit of the family of Ann and Robert Lurie (the "Lurie Trusts"), the Zell Trusts have the power to vote and dispose of the shares beneficially owned by EGI Holdings, Inc. Chai Trust Company, L.L.C. ("Chai Trust") is the trustee of such trusts. The Reporting Person is not an officer or director of Chai Trust and does not have voting or dispositive power over such shares. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

5. The Common Shares reported herein are owned by EGIL Investments, Inc. Under a stockholder agreement dated December 31, 1999 among the Zell Trusts and the Lurie Trusts, the Lurie Trusts have the power to vote and dispose of the shares beneficially owned by EGIL Investments, Inc. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

6. The securities reported herein are owned by Samstock/Alpha, L.L.C. The sole member of Samstock/Alpha, L.L.C. is Alphabet Partners. The general partners of Alphabet Partners are the Zell Trusts, the trustee of which is Chai Trust. The Reporting Person is not an officer or director of Chai Trust and does not have voting or dispositive power over such shares. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

7. The securities reported herein are owned by Samstock/SZRT, L.L.C. The sole member of Samstock/SZRT L.L.C. is the Samuel Zell Revocable Trust, under trust agreement dated January 17, 1990. The Reporting Person is the sole trustee and beneficiary of the Samuel Zell Revocable Trust.

8. The securities reported herein are owned by Samstock/ZFT, L.L.C. The sole member of Samstock/ZFT, L.L.C. is ZFT Partnership. The general general partners of ZFT Partnership are the Zell Trusts, the trustee of which is Chai Trust. The Reporting Person is not an officer or director of Chai Trust and does not have voting or dispositive power over such shares. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

9. Options for 3,333 common shares vest six months after the grant date; options for an additional 3,333 common shares vest on the first anniversary of the grant date; and options for the remaining 3,334 common shares vest on the second anniversary of the grant date.

10. Pursuant to the Agreement and Plan of Merger, this option was cancelled and converted into the right to receive a single lump sum cash payment, less applicable withholding taxes, equal to the product of the excess, if any, of $55.50 over the exercise price per share of the Issuer's common shares, times the number of shares subject to such option.

11. Option is exercisable as follows: 1/3 on first anniversary date of option grant; 1/3 on second anniversary date; and 1/3 on third anniversary date.

12. Options for one-third of the common shares vest six months after the grant date; options for an additional 1/3 of the common shares vest on the first anniversary of the grant date; and options for the remaining 1/3 of the common shares vest on the second anniversary of the grant date.

13. The derivative securities reported herein are Units of Partnership Interest (''OP Units'') of EOP Operating Limited Partnership (''EOPLP''). The Issuer is the sole general partner and a limited partner of EOPLP. Pursuant to the limited partnership agreement of EOPLP, OP Units are redeemable for cash or, at the Issuer's option, into common shares of beneficial interest, par value $.01 (''Common Shares'') of the Issuer on a one-for-one basis.

14. Option exercisable as follows: 1/3 on 3/1/04; 1/3 on 3/1/05; and 1/3 on 3/1/06.

15. Option is exercisable as follows: 1/4 on first anniversary date of option grant; 1/4 on second anniversary date; 1/4 on third anniversary date; and 1/4 on fourth anniversary date

16. Due to EDGAR system filing limitations, the Expiration Date is listed as 12/31/2050. The actual Expiration Date of the Derivative Security is 12/31/2095, the expiration date of EOP Operating Limited Partnership.

17. In connection with the Agreement and Plan of Merger among Issuer, EOP Operating Limited Partnership and affilitates of The Blackstone Group, these OP Units issued and outstanding immediately prior to the effectiveness of the partnership merger were automatically converted into the right to receive $55.50 in cash.

18. The Operating Partnership Units of EOP Operating Limited Partnership (OP Units) reported herein are beneficially owned by Samstock/ZGPI, L.L.C., a Delaware Limited Liability Company. The sole member of Samstock/ZGPI, L.L.C. is Zell General Partnership, Inc. (Zell G.P.). Mr. Zell is the sole director and the trustee and beneficiary of the sole stockholder of Zell G.P., and as such, he may be deemed to be the beneficial owner of the OP Units reported herein.

19. The securities reported herein are owned by Samstock/Alpha, L.L.C. The sole member of Samstock/Alpha, L.L.C. is Alphabet Partners. The general partners of Alphabet Partners are the Zell Trusts, the trustee of which is Chai Trust. The Reporting Person is not an officer or director of Chai Trust and does not have voting or dispositive power over such OP Units. The Reporting Person disclaims beneficial ownership of such OP Units except to the extent of his pecuniary interest therein.

20. The securities reported herein are owned by Samstock/SZRT, L.L.C. The sole member of Samstock/SZRT, L.L.C. is the Samuel Zell Revocable Trust, under trust agreement dated January 17, 1990. The Reporting Person is the sole trustee and beneficiary of the Samuel Zell Revocable Trust.

21. The securities reported herein are owned by EGI Holdings, Inc. Under a stockholder agreement dated December 31, 1999 among the Zell Trusts and the Lurie Trusts, the Lurie Trusts have the power to vote and dispose of the OP Units beneficially owned by EGIL Investments, Inc. The Reporting Person disclaims beneficial ownership of such OP Units except to the extent of his pecuniary interest therein.

22. The securities reported herein are beneficially owned by EGIL Investments, Inc. Under a stockholder agreement dated December 31, 1998 among the Zell Trusts and the Lurie Trusts, the Lurie Trusts have the power to vote and dispose of the shares beneficially owned by EGIL Investments, Inc. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

23. The securities reported herein are owned by Samstock/ZFT, L.L.C. The sole member of Samstock/ZFT, L.L.C. is ZFT Partnership. The general partners of ZFT Partnership are the Zell Trusts, the trustee of which is Chai Trust. The Reporting Person is not an officer or director of Chai Trust and does not have voting or dispositive power over such OP Units. The Reporting Person disclaims beneficial ownership of such OP Units except to the extent of his pecuniary interest therein.

24. One phantom share unit converts into one Common Share or cash value of one Common Share of the Issuer.

25. Immediately

26. The phantom share units settled (exercised) for $55.50 per unit pursuant to Agreement and Plan of Merger among issuer, EOP Operating Limited Partnership and affiliates of The Blackstone Group.

Remarks:

	By: By Robin Mariella as POA for	02/13/2007
	** 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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