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: Goodey John (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-02-07	Commom Stock	M	2876	$0.00	Acquired	43567.5644	Direct
2019-02-07	Common Stock	F	1040	$77.05	Disposed	42527.5644	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-02-07	Deferred Stock Units	$0.00	M	2876	Disposed	2019-02-07	Common (2876)	Direct

Footnotes

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

F2: 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 2,876 units having vested on February 7, 2019 and 2,876 units vesting on December 31, 2019.

F3: The reported transaction was a vesting of 2,876 deferred stock units on February 7, 2019, resulting in the issuance of 2,876 shares of common stock. No amount was payable in connection with the vesting or the common stock issuance.