WELLTOWER INC. — Director's Dealing 2020

Jan 3, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WELLTOWER INC. (WELL)
CIK: 0000766704
Period of Report: 2019-12-31

Reporting Person: Mcqueen Matthew Grant (SVP, Gen.Counsel & Secretary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-12-31	Common Stock	M	2156	$0.00	Acquired	18726	Direct
2019-12-31	Common Stock	F	753	$81.78	Disposed	17973	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-12-31	Deferred Stock Units	$0.00	M	2156	Disposed	2019-12-31	Common (2156)	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 2,157 units having vested on February 7, 2019 and 2,156 units having vested on December 31, 2019.

F3: The reported transaction was a vesting of 2,156 deferred stock units on December 31, 2019, resulting in the issuance of 2,156 shares of common stock. No amount was payable in connection with the vesting or the common stock issuance.