SEC Info - Zell Samuel - ‘4’ for 4/25/23 re: Equity Lifestyle Properties Inc.

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

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:

3235-0287

Estimated average burden hours per response...

0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

ZELL SAMUEL

2. Issuer Name and Ticker or Trading Symbol
EQUITY LIFESTYLE PROPERTIES INC [ELS]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director

_____ 10% Owner

__X__ Officer (give title below)

_____ Other (specify below)

Chairman of the Board

(Last)

(First)

(Middle)

C/O EQUITY LIFESTYLE PROPERTIES, INC., TWO NORTH RIVERSIDE PLAZA, SUITE 800

3. Date of Earliest Transaction (Month/Day/Year)
4/25/23

(Street)

CHICAGO, IL 60606

4. If Amendment, Date 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

(City)

(State)

(Zip)

Rule 10b5-1(c) Transaction Indication
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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

Amount

(A) or (D)

Price

Common Stock, par value $.01

4/25/23

A ⁽¹⁾

1,470

$68.01

86,895

Common Stock, par value $.01

4/25/23

A ⁽²⁾

45,361

$68.01

132,256

Common Stock, par value $.01

4/25/23

A ⁽³⁾

110

$68.01

132,366

Common Stock, par value $.01

56,000

By Spouse ⁽⁴⁾ ⁽⁵⁾

Common Stock, par value $.01

1,200,544

By Samstock/SZRT, L.L.C. ⁽⁶⁾

Common Stock, par value $.01

4,924,017

By Trust ⁽⁷⁾

Common Stock, par value $.01

1,056,384

By Samstock, L.L.C. ⁽⁴⁾ ⁽⁸⁾

Common Stock, par value $.01

35,548

By Samstock/Alpha, L.L.C. ⁽⁴⁾ ⁽⁹⁾

Common Stock, par value $.01

1,610,666

By KMJZ Investments, L.L.C. ⁽⁴⁾ ⁽¹⁰⁾

Common Stock, par value $.01

1,428

By ZFT Kellie Trust ⁽¹¹⁾

Common Stock, par value $.01

1,428

By ZFT Matthew Trust ⁽¹¹⁾

Common Stock, par value $.01

1,428

By ZFT JoAnn Trust ⁽¹¹⁾

Common Stock, par value $.01

50,880

By ZFT Grandchildren Trust ⁽¹¹⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

SEC 1474 (9-02)

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 Underlying Securities
(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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address

Relationships

Director

10% Owner

Officer

Other

ZELL SAMUEL
C/O EQUITY LIFESTYLE PROPERTIES, INC.
TWO NORTH RIVERSIDE PLAZA, SUITE 800
CHICAGO, IL 60606

Chairman of the Board

Signatures

Jennifer Krebs by Power of Attorney for Samuel Zell

4/27/23

^**Signature of Reporting Person

Date

Explanation of Responses:

If the form is filed by more than one reporting person, see Instruction 4(b)(v).

Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

(1)

Grant of restricted stock subject to vesting as follows: 1/3 on 10/25/23, 1/3 on 4/25/24, and 1/3 on 4/25/25

(2)

Grant of restricted stock subject to vesting as follows: 1/3 on 4/25/24, 1/3 on 4/25/25, and 1/3 on 4/24/26

(3)

Grant of restricted stock subject to vesting on 4/25/24

(4)

Mr. Zell disclaims beneficial ownership of the reported securities except to the extent, if any, of its or his pecuniary interest therein, and this report shall not be deemed an admission that Mr. Zell is the beneficial owner of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, (the "Exchange Act") or for any other purpose.

(5)

These shares of Common Stock are owned by the Helen Zell Revocable Trust ("HZRT"). Mr. Zell's spouse, Helen Zell, is the trustee of HZRT.

(6)

Samstock/SZRT, L.L.C. is a Delaware limited liability company whose sole member is Zell Trust. Mr. Zell is the sole trustee and beneficiary of Zell Trust.

(7)

These shares of Common Stock are beneficially owned by Samuel Zell Revocable Trust ("Zell Trust"), the trustee of which is Mr. Zell.

(8)

Samstock, L.L.C. a Delaware limited liability company "Samstock") whose sole member is SZ Investments, L.L.C., a Delaware limited liability company ("SZ"). The managing member of SZ is Chai Trust Company, L.L.C., an Illinois limited liability company ("Chai Trust"). Mr. Zell is not an officer or director of Chai Trust and does not have voting or dispositive power over such shares.

(9)

Samstock/Alpha, L.L.C. is a Delaware limited liability company ("Samstock/Alpha") whose sole member is Alphabet Partners, an Illinois partnership. Alphabet Partners is owned by various trusts established for the benefit of Zell Family. The trustee of such trusts is Chai Trust. Mr. Zell is not an officer or director of Chai Trust and does not have voting or dispositive power over such shares.

(10)

KMJZ Investments, L.L.C., a Delaware limited liability company, ("KMJZ Investments") is owned by various trusts established for the benefit of the Zell Family. The trustee of such trusts is Chai Trust. Mr. Zell is not an officer or director of Chai Trust and does not have voting or dispositive power over such shares.

(11)

ZFT Kellie Trust, ZFT Matthew Trust, ZFT JoAnn Trust and ZFT Grandchildren Trust (collectively, the "ZFT Trusts") are trusts established for the benefit of Mr. Zell and members of his family (the "Zell Family"). The trustee of each of the ZFT Trusts is Chai Trust. Mr. Zell is not an officer of director of Chai Trust and does not have voting or dispositive power over such shares.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

____________ Transaction Code:
A	Grant, award or other acquisition pursuant to Rule 16b-3(d).

Zell Samuel – ‘4’ for 4/25/23 re: Equity Lifestyle Properties Inc.

On: Thursday, 4/27/23, at 6:10pm ET · For: 4/25/23 · Accession #: 895417-23-35 · File #: 1-11718

Previous ‘4’: ‘4’ on 3/2/23 for 2/28/23 · Latest ‘4’: This Filing

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34

Filing Table of Contents

This ‘4’ Document is an XML Data File that may be rendered in various formats:

Reporting Owners

Signatures

Explanation of Responses:

Zell Samuel – ‘4’ for 4/25/23 re: Equity Lifestyle Properties Inc.

On: Thursday, 4/27/23, at 6:10pm ET · For: 4/25/23 · Accession #: 895417-23-35 · File #: 1-11718

Previous ‘4’: ‘4’ on 3/2/23 for 2/28/23 · Latest ‘4’: This Filing

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34Filing Table of Contents

This ‘4’ Document is an XML Data File that may be rendered in various formats:

Reporting Owners

Signatures

Explanation of Responses:

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34

Filing Table of Contents