WELLTOWER INC. — Director's Dealing 2019

Jan 3, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WELLTOWER INC. (WELL)
CIK: 0000766704
Period of Report: 2018-12-31

Reporting Person: DEROSA THOMAS J (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-12-31	Common Stock	M	10927	$0.00	Acquired	268137	Direct
2018-12-31	Common Stock	F	3464	$69.41	Disposed	264673	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-12-31	Deferred Stock Units	$0.00	M	10927	Disposed	2018-12-31	Common (10927)	Direct

Footnotes

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

F2: These deferred stock units were granted without cash consideration on August 6, 2015 under the Amended and Restated Welltower Inc. 2005 Long-Term Incentive Plan and the 2015-2017 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 10,927 units having vested on February 28, 2018, 10,927 units having vested on December 31, 2018 and 10,925 units vesting on December 31, 2019.

F3: The reported transaction was a vesting of 10,927 deferred stock units on December 31, 2018, resulting in the issuance of 10,927 shares of common stock. No amount was payable in connection with the vesting or the common stock issuance.