~~SECURITIES~~UNITED STATESSECURITIES AND EXCHANGE ~~COMMISSION~~COMMISSIONWASHINGTON, D.C. 20549

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of ~~the~~Report ~~Securities~~(Date ~~Exchange~~of ~~Act~~earliest ofevent ~~1934~~reported): April 13, 2023

Date of Report (Date of Earliest Event Reported): October 4, 2016

ERP OPERATING LIMITED PARTNERSHIP

(Exact ~~Name~~name of Registrant as Specified in ~~its~~Its Charter)

Illinois	~~0-24920~~	0-24920	36-3894853
(State or other jurisdiction of incorporation or organization)	(Commission File Number)		(I.R.S. Employer Identification No.)
(State or Other Jurisdictionof Incorporation)		(Commission File Number)	(IRS EmployerIdentification No.)
Two North Riverside Plaza
Chicago, Illinois			60606
(Address of Principal Executive Offices)			(Zip Code)

Two North Riverside Plaza Suite 400, Chicago, Illinois		60606
(Address of principal executive offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: 312 474-1300

Registrant’s telephone number, including area code: (312) 474-1300

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ~~(see General Instruction A.2. below)~~:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Item~~Securities ~~8.01.~~registered ~~Other~~pursuant ~~Events.~~to Section 12(b) of the Act:

On October 4, 2016, ERP Operating Limited Partnership, an Illinois limited partnership (the “Company”), agreed to issue $500,000,000 aggregate principal amount of 2.850% Notes due November 1, 2026 (the “Notes”) in a public offering. The Company agreed to sell the Notes pursuant to a Terms Agreement, dated as of October 4, 2016, among the Company and each of Barclays Capital Inc., Deutsche Bank Securities Inc., RBC Capital Markets, LLC and UBS Securities LLC, as representatives of the underwriters named therein. The Notes will be issued pursuant to an Indenture, dated as of October 1, 1994, between the Company and The Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank of New York Trust Company, N.A.) (as successor to J.P. Morgan Trust Company, National Association, as successor to Bank One Trust Company, N.A., successor to The First National Bank of Chicago) (the “Trustee”), as supplemented by the First Supplemental Indenture, dated as of September 9, 2004, by and between the Company and the Trustee, as further supplemented by the Second Supplemental Indenture, dated as of August 23, 2006, by and between the Company and the Trustee, as further supplemented by the Third Supplemental Indenture, dated as of June 4, 2007, by and between the Company and the Trustee, as further supplemented by the Fourth Supplemental Indenture, dated as of December 12, 2011, by and between the Company and the Trustee, and as further supplemented by the Fifth Supplemental Indenture, dated as of February 1, 2016, by and between the Company and the Trustee.


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
7.57% Notes due August 15, 2026	N/A	New York Stock Exchange

~~Item~~Indicate 9by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.~~01.~~405 ~~Financial~~of ~~Statements~~this ~~and~~chapter) ~~Exhibits~~or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

ExhibitNumber		Description
1.1		Terms Agreement dated October 4, 2016, among ERP Operating Limited Partnership and each of Barclays Capital Inc., Deutsche Bank Securities Inc., RBC Capital Markets, LLC and UBS Securities LLC.
1.2		Standard Underwriting Provisions dated October 4, 2016.
4.1		Form of 2.850% Note due November 1, 2026.
5.1		Opinion of DLA Piper LLP (US).
23.1		Consent of DLA Piper LLP (US) (included in Exhibit 5.1).

Emerging growth company ☐

2If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

~~SIGNATURES~~Item 3.02 Unregistered Sales of Equity Securities.

~~Pursuant~~On April 13, 2023, ERP Operating Limited Partnership (the “Company”), certain subsidiaries thereof and certain third parties entered into an agreement pursuant to which the ~~requirements~~Company, directly or indirectly, acquired 100% ownership of a 200-unit residential rental development project named Aero Apartments in the ~~Securities~~San ~~Exchange~~Francisco ~~Act~~Bay ofArea ~~1934~~(the “Property”, and collectively, the ~~registrant~~“Transaction”). Prior ~~has~~to ~~duly~~the ~~caused~~Transaction, ~~this~~certain ~~report~~subsidiaries toof bethe ~~signed~~Company onowned ~~its~~ninety ~~behalf~~percent by (90%) of the ~~undersigned~~ownership ~~hereunto~~interests ~~duly~~in ~~authorized.~~the Property.

	ERP OPERATING LIMITED PARTNERSHIP
	By:	EQUITY RESIDENTIAL, its general partner
Date: October 7, 2016		By:	/s/ Mark J. Parrell
		Name:	Mark J. Parrell
		Its:	Executive Vice President and Chief Financial Officer
Date: October 7, 2016		By:	/s/ Bruce C. Strohm
		Name:	Bruce C. Strohm
		Its:	Executive Vice President, General Counsel and Corporate Secretary

The Company paid approximately $3.7 million in cash and issued 933,454 3.00% Series Q Cumulative Redeemable Preference Units (the “Preference Units”) in exchange for ten percent (10%) of the ownership interests of the entity owning the Property. The Preference Units have a $1.00 per unit liquidation preference, were issued pursuant to the Seventh Amended and Restated Agreement of Limited Partnership of the Company (the “Partnership Agreement”), are entitled to receive cumulative, non-compounding distributions at an annual rate of $0.03 per Preference Unit, and are subject to repurchase by Equity Residential, the Company’s general partner, at the election of the holder or Equity Residential during certain time periods. The Preference Units may be repurchased, at the option of Equity Residential and/or the Company, for cash at their liquidation preference of $1.00 per unit plus accrued and unpaid distributions, common shares of beneficial interest of Equity Residential (“Common Shares”) or operating partnership units of the Company (“OP Units”), which are exchangeable into Common Shares following a hold period. The number of OP Units or Common Shares issued at repurchase, if any, will be calculated by dividing the number of Preference Units plus accrued and unpaid distributions by the closing sales price of Common Shares on the fifth business day following receipt of a unit transfer agreement by Equity Residential. The issuance of the Preference Units was made in reliance upon the exemption from securities registration afforded by Section 4(2) of the Securities Act of 1933, as amended.

~~[Signature~~The ~~page~~terms of the Preference Units are set forth in a Preference Unit Term Sheet which was executed at the closing of the Transaction and is part of the Company’s Partnership Agreement. The above description of the Preference Units is qualified in its entirety by reference to ~~Form~~the ~~8-K]~~form of Preference Unit Term Sheet attached hereto as Exhibit 3.1.

~~EXHIBIT~~Item ~~INDEX~~5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

ExhibitNumber		Description
1.1		Terms Agreement dated October 4, 2016, among ERP Operating Limited Partnership and each of Barclays Capital Inc., Deutsche Bank Securities Inc., RBC Capital Markets, LLC and UBS Securities LLC.
1.2		Standard Underwriting Provisions dated October 4, 2016.
4.1		Form of 2.850% Note due November 1, 2026.
5.1		Opinion of DLA Piper LLP (US).
23.1		Consent of DLA Piper LLP (US) (included in Exhibit 5.1).

The information set forth above in “Item 3.02—Unregistered Sales of Equity Securities” is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.


Exhibit Number		Description
3.1		Form of Preference Unit Term Sheet for 3.00% Series Q Cumulative Redeemable Preference Units.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


			ERP OPERATING LIMITED PARTNERSHIP By: Equity Residential, its general partner

Date:	April 19, 2023	By:	/s/ Scott J. Fenster
			Name: Scott J. Fenster Its: Executive Vice President and General Counsel

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