Statement of Changes in Beneficial Ownership (4)

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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3235-0287

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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 * HELFAND DAVID	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 __X__ Officer (give title below)    _____ Other (specify below) President & CEO
(Last)          (First)          (Middle) C/O EQUITY COMMONWEALTH, TWO NORTH RIVERSIDE PLAZA, SUITE 2100	3. Date of Earliest Transaction (MM/DD/YYYY) 2/9/2021
(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
Common Shares of Beneficial Interest	2/9/2021		M		70676 (1)	A	(1)	809281	D
Common Shares of Beneficial Interest	2/9/2021		A		92213 (1)	A	(1)	901494	D
Common Shares of Beneficial Interest	2/9/2021		F		87125 (2)	D	$28.97	814369	D
Common Shares of Beneficial Interest								290	I	See footnote (3)

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
Restricted Share Units	(4)	2/9/2021		M			70676	(5)	(5)	Common Shares of Beneficial Interest	70676.0	(4)	0	D
Restricted Share Units	(4)	2/9/2021		A		92212		(6)	(6)	Common Shares of Beneficial Interest	92212.0	(4)	92212	D

Explanation of Responses:
(1)	Each Common Share of Beneficial Interest of Equity Commonwealth ("Common Share") was received in exchange for one Restricted Share Unit ("RSU"), subject to the terms and conditions set forth in the applicable Equity Commonwealth equity compensation plan and the applicable RSU agreement for the Reporting Person. Reflects Common Shares that were issued to the Reporting Person as a result of certain performance criteria being met with respect to previously granted RSUs and a portion of such RSUs vesting on the Transaction Date.
(2)	Reflects Common Shares surrendered to the Issuer to satisfy tax withholding obligations in connection with the vesting of restricted Common Shares and RSUs.
(3)	These shares are held by EGI-CW Holdings, L.L.C. ("EGI-CW"). The Reporting Person is a member of EGI-Fund (14-16) Investors, L.L.C. ("EGI-Fund (14-16)"), which is a member of EGI-CW. The shares reported represent only the number of shares in which the Reporting Person has a pecuniary interest in accordance with his proportionate interest in EGI-Fund (14-16).
(4)	Each RSU represents the right to receive one Common Share, subject to the terms and conditions set forth in the applicable Equity Commonwealth equity compensation plan and the applicable RSU agreement for the Reporting Person.
(5)	On February 7, 2020, the Reporting Person received 141,352 RSUs as a result of certain performance criteria being met with respect to previously granted RSUs, vesting in two equal installments on February 7, 2020 and in February of 2021, subject to the Reporting Person's continued employment with Equity Commonwealth through such date.
(6)	Reflects RSUs that were issued to the Reporting Person as a result of certain performance criteria being met with respect to previously granted RSUs. These RSUs will vest in February of 2022, subject to the Reporting Person's continued employment with Equity Commonwealth through such date.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
HELFAND DAVID C/O EQUITY COMMONWEALTH TWO NORTH RIVERSIDE PLAZA, SUITE 2100 CHICAGO, IL 60606	X		President & CEO

Signatures
/s/ Orrin S. Shifrin, attorney-in-fact		2/11/2021
**Signature of Reporting Person		Date