| Item 1. | |
| (a) | Name of issuer:
Equity Commonwealth |
| (b) | Address of issuer's principal executive offices:
Two North Riverside Plaza, Suite 2000, Chicago, Illinois, 60606 |
| Item 2. | |
| (a) | Name of person filing:
This Schedule 13G is being filed jointly on behalf of: (i) Indaba Capital Management, L.P., a Delaware limited partnership (the "Investment Manager"), (ii) IC GP, LLC, a Delaware limited liability company, and the Investment Manager's sole general partner ("IC GP"), and (iii) Derek C. Schrier, a United States citizen and the Managing Member of IC GP (the "Managing Member" and, collectively with the Investment Manager and IC GP, the "Reporting Persons"). |
| (b) | Address or principal business office or, if none, residence:
The business address of each of the Reporting Persons is One Letterman Drive, Building D, Suite DM700, San Francisco, California 94129. |
| (c) | Citizenship:
The Investment Manager is a Delaware limited partnership, IC GP is a Delaware limited liability company, and the Managing Member is a United States citizen. |
| (d) | Title of class of securities:
Common Shares of Beneficial Interest, $0.01 par value per share |
| (e) | CUSIP No.:
294628102 |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) |  An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
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| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership |
| (a) | Amount beneficially owned:
As of March 31, 2025, the Reporting Persons beneficially owned the Common Shares of Beneficial Interest, $0.01 par value per share ("Common Shares"), referenced in Item 9 of the cover page pertaining to each Reporting Person and such Item 9 disclosure is incorporated herein by reference.
The Common Shares beneficially owned by the Reporting Persons are directly held by Indaba Capital Fund, L.P. (the "Fund"), a private investment fund for which the Investment Manager serves as investment manager. Pursuant to an Investment Management Agreement, the Fund and its general partner have delegated all voting and investment power over the Common Shares directly held by the Fund to the Investment Manager. |
| (b) | Percent of class:
Incorporated by reference to Item 11 of the cover page pertaining to each Reporting Person.
Such percentage disclosed in Item 11 of the cover page pertaining to each Reporting Person is based on 107,751,132 Common Shares outstanding as of March 31, 2025, as disclosed in the Issuer's Form 10-Q filed with the Securities and Exchange Commission on May 6, 2025. |
| (c) | Number of shares as to which the person has:
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| | (i) Sole power to vote or to direct the vote:
Incorporated by reference to Item 5 of the cover page pertaining to each Reporting Person.
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| | (ii) Shared power to vote or to direct the vote:
Incorporated by reference to Item 6 of the cover page pertaining to each Reporting Person.
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| | (iii) Sole power to dispose or to direct the disposition of:
Incorporated by reference to Item 7 of the cover page pertaining to each Reporting Person.
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| | (iv) Shared power to dispose or to direct the disposition of:
Incorporated by reference to Item 8 of the cover page pertaining to each Reporting Person.
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| Item 5. | Ownership of 5 Percent or Less of a Class. |
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
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Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
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Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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