WELLTOWER INC. — Director's Dealing 2021

Feb 17, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WELLTOWER INC. (WELL)
CIK: 0000766704
Period of Report: 2021-02-12

Reporting Person: Mitra Shankh (CEO, COO & CIO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-02-12	Common Stock	M	10545	$0.00	Acquired	76941	Direct
2021-02-12	Common Stock	F	5394	$67.51	Disposed	71547	Direct
2021-02-12	Common Stock	M	9226	$0.00	Acquired	80773	Direct
2021-02-12	Common Stock	F	4720	$67.51	Disposed	76053	Direct
2021-02-16	Common Stock	A	11165	$0.00	Acquired	87218	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-02-12	Deferred Stock Units	$0.00	M	10545	Disposed	2021-02-12	Common Stock (10545)	Direct
2021-02-12	Deferred Stock	$0.00	M	9226	Disposed	2021-02-12	Common Stock (9226)	Direct
2021-02-16	Employee Stock Option (right to buy)	$67.17	A	102465	Acquired	2031-02-15	Common Stock (102465)	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 16, 2021 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, 2022, January 15, 2023, January 15, 2024 and January 15, 2025.

F3: These deferred stock units were granted without cash consideration on February 15, 2018, 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. The deferred stock units vested on February 12, 2021.

F4: The reported transaction was a vesting of 10,545 deferred stock units on February 12, 2021, resulting in the issuance of 10,545 shares of common stock. No amount was payable in connection with the vesting or the common stock issuance.

F5: These deferred stock units were granted without cash consideration on August 9, 2018, 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. The deferred stock units vested on February 12, 2021.

F6: The reported transaction was a vesting of 9,226 deferred stock units on February 12, 2021, resulting in the issuance of 9,226 shares of common stock. No amount was payable in connection with the vesting or the common stock issuance.

F7: These options were granted without cash consideration on February 16, 2021 under the Welltower Inc. 2016 Long-Term Incentive Plan. The options vest in four equal installments on January 15, 2022, January 15, 2023, January 15, 2024 and January 15, 2025.