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: Mitra Shankh (EVP, Investments)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-12-31	Common Stock	M	2876	$0.00	Acquired	56273	Direct
2019-12-31	Common Stock	F	1124	$81.78	Disposed	55149	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-12-31	Deferred Stock Units	$0.00	M	2876	Disposed	2019-12-31	Common (2876)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	62	Indirect

Footnotes

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

F2: 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.

F3: 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 2,876 units having vested on February 7, 2019 and 2,876 units having vested on December 31, 2019.

F4: The reported transaction was a vesting of 2,876 deferred stock units on December 31, 2019, resulting in the issuance of 2,876 shares of common stock. No amount was payable in connection with the vesting or the common stock issuance.