WELLTOWER INC. — Director's Dealing 2018

Aug 14, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WELLTOWER INC. (WELL)
CIK: 0000766704
Period of Report: 2018-08-09

Reporting Person: Mitra Shankh (EVP, Investments)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-08-09	Common Stock	A	3173	$0.00	Acquired	45978	Direct
2018-08-10	Common Stock	P	62	$63.55	Acquired	46040	Direct
2018-08-10	Common Stock	G	62	$0.00	Disposed	45978	Indirect

Footnotes

F1: These shares represent restricted stock units that were granted without cash consideration on August 9, 2018 under the Welltower Inc. 2016 Long-Term Incentive Plan and 2018-2020 Long-Term Incentive Program. Each restricted stock unit will be settled in common stock upon vesting in four equal installments on January 15, 2019, January 15, 2020, January 15, 2021 and January 15, 2022.

F2: This transaction was executed in multiple trades ranging from $63.48 to $63.6127. The price above reflects the weighted average purchase price. The reporting person undertakes to provide to issuer, any securities holder of the holder of the issuer, or the staff of the U.S. Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each price within the range set forth in this footnote.

F3: This transaction involved a gift of securities by the reporting person to his son and daughter, who share reporting person's household. The reporting person disclaims beneficial ownership of the shares by his son and daughter, and this report should not be deemed an admission that the reporting person is the beneficial owner of his son's or daughter's shares for purposes of Section 16 or for any other purpose.

F4: Of the 62 shares 31 shares are held by the son of the reporting person and 31 shares are held by the daughter of the reporting person.