WELLTOWER INC. — Director's Dealing 2020

Feb 19, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WELLTOWER INC. (WELL)
CIK: 0000766704
Period of Report: 2020-02-14

Reporting Person: Mitra Shankh (EVP, Investments)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-02-14	Common Stock	M	2521	$0.00	Acquired	52304	Direct
2020-02-14	Common Stock	F	1290	$89.32	Disposed	51014	Direct
2020-02-14	Common Stock	A	15598	$0.00	Acquired	66612	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-02-14	Deferred Stock Units	$0.00	M	2521	Disposed	2020-02-14	Common (2521)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	62	Indirect

Footnotes

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

F2: These shares represent restricted stock units that were granted without cash consideration on February 14, 2020 under the Welltower Inc. 2016 Long-Term Incentive Plan and 2020-2022 Long-Term Incentive Program. Each restricted stock unit will be settled in common stock upon vesting in four equal installments on January 15, 2021, January 15, 2022, January 15, 2023 and January 15, 2024.

F3: The reporting person disclaims beneficial ownership of the shares owned by children who share the reporting person's household. This report should not be deemed an admission that the reporting person is the beneficial owner of such shares for purposes of Section 16 for any other purpose.

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 2,521 units having vested on February 14, 2020 and 2,521 units vesting on December 31, 2020.

F5: The reported transaction was a vesting of 2,521 deferred stock units on February 20, 2020, resulting in the issuance of 2,521 shares of common stock. No amount was payable in connection with the vesting or the common stock issuance.