exv4w1






Exhibit 4.1




FORM OF CERTIFICATE FOR SHARES OF




8.034% SERIES A CUMULATIVE REDEEMABLE PERPETUAL PREFERRED STOCK



			
	Number                    
	 	                          Shares

CUSIP 29472R 207






					
	 	 	 	 	 
	
	 	SEE REVERSE FOR CERTAIN DEFINITIONS AND RESTRICTIONS


EQUITY LIFESTYLE PROPERTIES, INC. 

a Corporation Formed Under the Laws of the State of Maryland
	 	 






THIS CERTIFIES THAT       
                 
                 
                 
                 
                 
                 
                 
                 




IS THE OWNER OF       
                 
                 
                 
                 
                 
                 
                 
  
                 



FULLY PAID AND NONASSESSABLE SHARES OF 8.034% SERIES A CUMULATIVE REDEEMABLE PERPETUAL PREFERRED
STOCK, LIQUIDATION PREFERENCE $25.00 PER SHARE, $0.01 PAR VALUE PER SHARE, OF EQUITY LIFESTYLE
PROPERTIES, INC. (the “Corporation”), transferable on the books of the Corporation by the
registered holder hereof in person or by duly authorized attorney upon surrender of this
Certificate properly endorsed. This Certificate and the shares represented hereby are issued and
shall be held subject to all of the provisions of the charter of the Corporation (the “Charter”)
and the Bylaws of the Corporation and any amendments thereto. This Certificate is not valid unless
countersigned and registered by the Transfer Agent and Registrar.



IN WITNESS WHEREOF, the Corporation has caused this Certificate to be executed on its behalf by its
duly authorized officers.



Dated:                     




	 	 	 
	 	 	 

	 

	 	 
	 	 	 
	Secretary

	 	Vice President





Countersigned and Registered:




	 	 	 	 	 
	American Stock Transfer & Trust Company, LLC
 	 	 
	Transfer Agent and Registrar	 	 
	 	 	 
	 	 	 



 









 






	 	 	 	 	 



EQUITY LIFESTYLE PROPERTIES, INC.





     The following abbreviations, when used in the inscription on the face of this Certificate,
shall be construed as though they were written out in full according to applicable laws or
regulations:



	 	 	 	 	 	 	 

	TEN COM

	 	-as tenants in common
	 	UNIF GIFT MIN ACT
	 	      Custodian       (Cust)

(Minor) under Uniform Gifts

to Minors Act of                     

(State)
	 
	 	 	 	 	 	 
	TEN ENT

	 	-as tenants by the entireties	 	 	 	 
	 
	 	 	 	 	 	 
	JT TEN

	 	-as joint tenants with right
of survivorship and not as
tenants in common	 	 	 	 






Additional abbreviations may also be used though not in the above list.

For Value Received,                                        hereby sell, assign and transfer unto




PLEASE INSERT SOCIAL SECURITY OR OTHER

IDENTIFYING NUMBER OF ASSIGNEE




 
(Please Print or Typewrite Name and Address Including Zip Code, of Assignee)



Shares of the 8.034% Series A Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per
share, of the Corporation represented by the within Certificate, and do hereby irrevocably
constitute and appoint                                         attorney to transfer the
said stock on the books of the within named Corporation with full power of substitution in the
premises.




	 	 	 	 	 
	 	X
	 	 
	 	 	 
	 	X
	 	 
	 	 	 
	 	NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT
MUST CORRESPOND WITH THE NAME(S) AS WRITTEN
UPON THE FACE OF THE CERTIFICATE IN EVERY
PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT
OR ANY CHANGE WHATEVER.




 









 






	 	 	 	 	 



	 	 	 	 	 
	Signature(s) Guaranteed

	 	 
	 	 	 
	By  	 	 	 
	 	THE SIGNATURE(S) MUST BE
GUARANTEED BY AN ELIGIBLE
GUARANTOR INSTITUTION (BANKS,
STOCKBROKERS, SAVINGS AND LOAN
ASSOCIATIONS AND CREDIT UNIONS
WITH MEMBERSHIP IN AN APPROVED
SIGNATURE GUARANTEE MEDALLION
PROGRAM), PURSUANT TO S.E.C. RULE
17Ad-15

 	 	 
	 



THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER FOR THE
PURPOSE OF THE CORPORATION’S MAINTENANCE OF ITS QUALIFICATION AS A REAL ESTATE INVESTMENT TRUST
UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. EXCEPT AS OTHERWISE PROVIDED PURSUANT TO THE
CHARTER OF THE CORPORATION, NO PERSON MAY BENEFICIALLY OWN SHARES OF COMMON STOCK AND/OR PREFERRED
STOCK IN EXCESS OF 5.0% (OR SUCH GREATER PERCENTAGE AS MAY BE DETERMINED BY THE BOARD OF DIRECTORS
OF THE CORPORATION) OF THE NUMBER OR VALUE OF THE OUTSTANDING EQUITY STOCK OF THE CORPORATION
(UNLESS SUCH PERSON IS AN EXISTING HOLDER). ANY PERSON WHO ATTEMPTS OR PROPOSES TO BENEFICIALLY OWN
SHARES OF COMMON STOCK AND/OR PREFERRED STOCK IN EXCESS OF THE ABOVE LIMITATIONS MUST NOTIFY THE
CORPORATION IN WRITING AT LEAST 15 DAYS PRIOR TO SUCH PROPOSED OR ATTEMPTED TRANSFER. ALL
CAPITALIZED TERMS IN THIS LEGEND HAVE THE MEANINGS DEFINED IN THE CHARTER OF THE CORPORATION, A
COPY OF WHICH, INCLUDING THE RESTRICTIONS ON TRANSFER, WILL BE SENT WITHOUT CHARGE TO EACH
STOCKHOLDER WHO SO REQUESTS. IF THE RESTRICTIONS ON TRANSFER ARE VIOLATED, THE SECURITIES
REPRESENTED HEREBY WILL BE DESIGNATED AND TREATED AS SHARES OF EXCESS STOCK WHICH WILL BE HELD IN
TRUST BY THE CORPORATION.





 









 








The Corporation will furnish to any stockholder, on request and without charge, a full statement of
the information required by Section 2-211(b) of the Maryland General Corporation Law with respect
to the designations and any preferences, conversion and other rights, voting powers, restrictions,
limitations as to dividends and other distributions, qualifications, and terms and conditions of
redemption of the stock of each class which the Corporation has authority to issue and (i) the
differences in the relative rights and preferences between the shares of each series to the extent
set and (ii) the authority of the Board of Directors to set such rights and preferences of
subsequent series. The foregoing summary does not purport to be complete and is subject to and
qualified in its entirety by reference to the charter of the Corporation, a copy of which will be
sent without charge to each stockholder who so requests. Such request must be made to the Secretary
of the Corporation at its principal office.