WELLTOWER INC. — Director's Dealing 2019

Feb 12, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WELLTOWER INC. (WELL)
CIK: 0000766704
Period of Report: 2019-02-07

Reporting Person: Kerr Mercedes (EVP-Business Development)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-02-07	Common Stock	M	12088	$0.00	Acquired	45241	Direct
2019-02-07	Common Stock	F	5047	$77.05	Disposed	40194	Direct
2019-02-07	Commom Stock	M	8507	$0.00	Acquired	48701	Direct
2019-02-07	Common Stock	F	4218	$77.05	Disposed	44483	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-02-07	Deferred Stock Units	$0.00	M	12088	Disposed	2019-02-07	Common (12088)	Direct
2019-02-07	Deferred Stock Units	$0.00	M	8507	Disposed	2019-02-07	Common (8507)	Direct

Footnotes

F1: Shares withheld upon vesting to satisfy tax withholding obligation.

F2: These deferred stock units were granted without cash consideration on February 24, 2017, under the Amended and Restated Welltower Inc. 2005 Long-Term Incentive Plan and the 2016-2018 Long-Term Incentive Program. Each deferred stock unit represents a right to receive one share of common stock of Welltower Inc. at the time of vesting of the unit. These deferred stock units vest in three installments with 12,088 units having vested on February 7, 2019, 12,088 units vesting on December 31, 2019 and 12,085 units vesting on December 31, 2020.

F3: The reported transaction was a vesting of 12,088 deferred stock units on February 7, 2019, resulting in the issuance of 12,088 shares of common stock. No amount was payable in connection with the vesting or the common stock issuance.

F4: These deferred stock units were granted without cash consideration on August 1, 2017, under the Welltower Inc. 2016 Long-Term Incentive Plan. Each deferred stock unit represents a right to receive one share of common stock of Welltower Inc. at the time of vesting of the unit. These deferred stock units vest in two installments with 8,507 units having vested on February 7, 2019 and 8,505 units vesting on December 31, 2019.

F5: The reported transaction was a vesting of 8,507 deferred stock units on February 7, 2019, resulting in the issuance of 8,507 shares of common stock. No amount was payable in connection with the vesting or the common stock issuance.