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: DEROSA THOMAS J (Director, Chairman & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-02-14	Common Stock	M	48951	$0.00	Acquired	338415	Direct
2020-02-14	Common Stock	F	26053	$89.32	Disposed	312362	Direct
2020-02-14	Common Stock	A	31196	$0.00	Acquired	343558	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-02-14	Deferred Stock Units	$0.00	M	48951	Disposed	2020-02-14	Common (48951)	Direct

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: These deferred stock units were granted without cash consideration on April 13, 2017, under the Welltower Inc. 2016 Long-Term Incentive Plan and the 2017-2019 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 48,951 units having vested on February 14, 2020, 48,951 units vesting on December 31, 2020 and 48,945 units vesting on December 31, 2021.

F4: The reported transaction was a vesting of 48,951 deferred stock units on February 14, 2020, resulting in the issuance of 48,951 shares of common stock. No amount was payable in connection with the vesting or the common stock issuance.