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: DEROSA THOMAS J (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-02-07	Common Stock	M	36125	$0.00	Acquired	287524	Direct
2019-02-07	Common Stock	F	16564	$77.05	Disposed	270960	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-02-07	Deferred Stock Units	$0.00	M	36125	Disposed	2019-02-07	Common (36125)	Direct

Footnotes

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

F2: These deferred stock units were granted without cash consideration on May 6, 2016, 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 36,125 units having vested on February 7, 2019, 36,125 units vesting on December 31, 2019 and 36,120 units vesting on December 31, 2020.

F3: The reported transaction was a vesting of 36,125 deferred stock units on February 7, 2019, resulting in the issuance of 36,125 shares of common stock. No amount was payable in connection with the vesting or the common stock issuance.