UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): ~~April~~November 326, ~~2013~~2014

ERP OPERATING LIMITED PARTNERSHIP

(Exact Name of Registrant as Specified in its Charter)

Illinois	0-24920	36-3894853
(State or other jurisdictionof incorporation or organization)	(CommissionFile Number)	(I.R.S. EmployerIdentification No.)
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

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

Two North Riverside Plaza

Suite 400, Chicago, Illinois

(Address of principal executive offices)

60606

(Zip Code)

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 8 3.0102. ~~Other~~Unregistered ~~Events.~~Sales of Equity Securities.

On ~~April~~November 326, ~~2013~~2014, ERP Operating Limited Partnership, ~~an Illinois limited partnership~~ (the “Company”), ~~agreed~~its togeneral ~~issue $500,000,000~~partner ~~aggregate~~Equity ~~principal amount of 3.00% Notes due April 15~~Residential, ~~2023~~certain ~~(the~~subsidiaries ~~“Notes”)~~thereof and in a ~~public~~third ~~offering.~~party ~~The~~entered ~~Company~~into ~~agreed~~an toagreement ~~sell the Notes~~ pursuant to awhich ~~Terms Agreement, dated as of April 3, 2013, among~~ the Company ~~and each~~acquired of100% ~~Citigroup~~ownership ~~Global~~of ~~Markets~~a ~~Inc.,~~176-unit ~~Barclays~~residential ~~Capital~~rental ~~Inc.,~~development ~~Morgan~~project ~~Stanley & Co. LLC and RBC Capital Markets, LLC, as representatives of the underwriters~~ named ~~therein.~~Parc ~~The~~on ~~Notes~~Powell ~~will~~in ~~be issued pursuant to an Indenture, dated as of October 1, 1994, between~~ the ~~Company~~San ~~and~~Francisco ~~The~~Bay ~~Bank~~Area ~~of New York Mellon Trust Company, N.A.~~ (~~formerly~~the ~~known as The Bank of New York Trust Company~~“Property”, ~~N.A.)~~and ~~(as successor to J.P. Morgan Trust Company~~collectively, ~~National Association, as successor to Bank One~~ ~~Trust Company, N.A., successor to The First National Bank of Chicago) (~~the “~~Trustee~~Transaction”),. asPrior ~~supplemented~~to by the ~~First Supplemental Indenture~~Transaction, ~~dated~~certain assubsidiaries of ~~September 9, 2004, by and between~~ the Company ~~and~~owned ~~the~~five ~~Trustee,~~percent ~~as further supplemented by the Second Supplemental Indenture, dated as of August~~(5%) ~~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~~ownership ~~the~~interests ~~Trustee,~~in ~~and as further supplemented by~~ the ~~Fourth Supplemental Indenture~~Property, ~~dated~~which asinterests ofwere ~~December 12,~~acquired ~~2011,~~in byconnection ~~and~~with ~~between~~ the ~~Company~~Archstone ~~and the Trustee~~acquisition.

~~Item 9~~The Company paid $17.015 million in cash and issued 30,423,750 3.00% ~~Financial~~Series ~~Statements~~P Cumulative Redeemable Preference Units (the “Preference Units”) (18,377,287 of which were issued to the third party and ~~Exhibits~~the remainder of which were issued to subsidiaries of the Company and therefore will eliminate in consolidation) in exchange for 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 Sixth 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 for their liquidation preference of $1.00 per unit plus accrued and unpaid distributions, at the election of the holder or Equity Residential during certain time periods. The Preference Units are not convertible or exchangeable into any other securities, including, without limitation, shares of 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.

ExhibitNumber		Description
1.1		Terms Agreement dated April 3, 2013, among ERP Operating Limited Partnership and each of Citigroup Global Markets Inc., Barclays Capital Inc., Morgan Stanley & Co. LLC and RBC Capital Markets, LLC.
1.2		Standard Underwriting Provisions dated April 3, 2013.
4.1		Form of 3.00% Note due April 15, 2023.
5.1		Opinion of DLA Piper LLP (US).
23.1		Consent of DLA Piper LLP (US) (included in Exhibit 5.1).

The 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 the form of Preference Unit Term Sheet attached hereto as Exhibit 3.1.

2Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

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

~~Pursuant~~Item to9.01. ~~the~~Financial ~~requirements~~Statements ofand ~~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~~Exhibits.

		ERP OPERATING LIMITED PARTNERSHIP
Exhibit Number	Description
		By:	EQUITY RESIDENTIAL, its general partner
3.1	Form of Preference Units Term Sheet for 3.00% Series P Cumulative Redeemable Preference Units.
Date: April 8, 2013			By:	/s/ Mark J. Parrell
			Name:	Mark J. Parrell
			Its:	Executive Vice President and Chief Financial Officer
Date: April 8, 2013			By:	/s/ Bruce C. Strohm
			Name:	Bruce C. Strohm
			Its:	Executive Vice President, General Counsel and Corporate Secretary

~~EXHIBIT~~2 ~~INDEX~~

ExhibitNumber		Description
1.1		Terms Agreement dated April 3, 2013, among ERP Operating Limited Partnership and each of Citigroup Global Markets Inc., Barclays Capital Inc., Morgan Stanley & Co. LLC and RBC Capital Markets, LLC.
1.2		Standard Underwriting Provisions dated April 3, 2013.
4.1		Form of 3.00% Note due April 15, 2023.
5.1		Opinion of DLA Piper LLP (US).
23.1		Consent of DLA Piper LLP (US) (included in Exhibit 5.1).

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: December 2, 2014		By:	/s/ Bruce C. Strohm
		Name:	Bruce C. Strohm
		Its:	Executive Vice President and General Counsel

[Signature page to Form 8-K]

EXHIBIT INDEX


Exhibit Number		Description

3.1		Form of Preference Units Term Sheet for 3.00% Series P Cumulative Redeemable Preference Units.

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