| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
WELLTOWER INC. [ WELL ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/21/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | V | Amount | (A) or (D) | Price | ||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 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: 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 | ||||||||
| LTIP Units | (1) | 08/21/2024 | (1) | A | 133 | (1) | (1) | Common | 133 | (1) | 0(1) | D | |||
| Other Stock Units | (2) | 08/21/2024 | (2) | A | 133 | (2) | (2) | Common | 133 | (2) | 0(2) | D | |||
| Explanation of Responses: |
| 1. Represents an award, granted without cash consideration, of membership interests in Welltower OP LLC ("Welltower OP"), a subsidiary of Welltower Inc. (the "Issuer"), designated as LTIP Units ("LTIP Units"), which LTIP Units are intended to qualify as profits interests for US federal income tax purposes. The LTIP Units are scheduled to vest on August 21, 2025, subject to the reporting person's continued service on the vesting date. The LTIP Units, if and as they become vested, are convertible, conditioned upon the satisfaction of minimum allocations to the capital accounts of the LTIP Units for federal income tax purposes, into Class A Common Units in Welltower OP ("OP Units"). The resulting OP Units may be exchanged by the reporting person for shares of common stock, par value $1.00 per share ("Common Shares") of the Issuer or the equivalent cash value of Common Shares, as determined by the Issuer. |
| 2. Solely in order to reserve Common Shares to satisfy any exchange in respect of OP Units as contemplated herein that might occur in the future, the reporting person also received an award of Other Stock Units under the Welltower Inc. 2022 Long-Term Incentive Plan (the "2022 Plan"). The award of Other Stock Units provides the reporting person with the ability to acquire Common Shares under the 2022 Plan only through the exchange of OP Units for those shares and in no other manner. Upon the exchange of OP Units for Common Shares, the reporting person will relinquish all rights to the exchanged OP Units. Any Other Stock Units that may be remaining after all OP Units have been exchanged will be immediately canceled for no consideration. |
| Matthew McQueen, Attorney-in-Fact For: Andrew Gundlach | 08/22/2024 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||