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: DEROSA THOMAS J (Director, Chairman & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-12-31	Common Stock	M	36125	$0.00	Acquired	310451	Direct
2019-12-31	Common Stock	F	4255	$81.78	Disposed	306196	Direct
2019-12-31	Common Stock	M	10925	$0.00	Acquired	317121	Direct
2019-12-31	Common Stock	F	18976	$81.78	Disposed	298145	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-12-31	Deferred Stock Units	$0.00	M	36125	Disposed	2019-12-31	Common (36125)	Direct
2019-12-31	Deferred Stock Unit	$0.00	M	10925	Disposed	2019-12-31	Commom (10925)	Direct

Footnotes

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

F2: These deferred stock units were granted without cash consideration on May 6, 2016, under the Amended and Restated Welltower Inc. 2005 Long-Term Incentive Plan and the 2016-2018 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 36,125 units having vested on February 7, 2019, 36,125 units having vested on December 31, 2019 and 36,120 units vesting on December 31, 2020.

F3: The reported transaction was a vesting of 36,125 deferred stock units on December 31, 2019, resulting in the issuance of 36,125 shares of common stock. No amount was payable in connection with the vesting or the common stock issuance.

F4: 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 having vested on December 31, 2019.

F5: The reported transaction was a vesting of 10,925 deferred stock units on December 31, 2019, resulting in the issuance of 10,925 shares of common stock. No amount was payable in connection with the vesting or the common stock issuance.