SEC Form 4 · accession 0001209191-15-010950

WELLTOWER INC. · WELL

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

R Scott Trumbull

Director

Period of report

Feb 5, 2015

Accepted (ET)

Feb 9, 2015 · 5:52 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0000766704

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1	Feb 7, 2015	M	511	$0.00	A	30,890	D
Common Stock^F2	Feb 6, 2015	M	563	$0.00	A	31,453	D
Common Stock^F3	holding	—	—		—	7,087	I	IRA
Common Stock^F4	holding	—	—		—	23,362	I	Trust

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Deferred Stock Units^F5,F1	$0.00	Feb 7, 2015	M	511	D	Feb 7, 2015	Feb 7, 2015	Common	511	2,199	D
Deferred Stock Units^F6,F2	$0.00	Feb 6, 2015	M	563	D	Feb 6, 2015	Feb 6, 2015	Common	563	1,636	D
Deferred Stock Units^F7,F8	$0.00	Feb 5, 2015	A	1,532	A	Feb 5, 2016	Feb 5, 2016	Common	1,532	3,168	D

Explanation of responses

F1The reported transaction was a vesting of 511 deferred stock units on February 7, 2015, resulting in the issuance of 511 shares of common stock. No amount was payable in connection with the vesting or the common stock issuance.
F2The reported transaction was a vesting of 563 deferred stock units on February 6, 2015, resulting in the issuance of 563 shares of common stock. No amount was payable in connection with the vesting or the common stock issuance.
F3R. Scott Trumbull IRA.
F4The shares are held in the Irrevocable Lifetime Spousal Credit Trust of R. Scott Trumbull U/A/D 12/13/2012 for the benefit of Mr. Trumbull's spouse and children. Mr. Trumbull's spouse is the trustee of the trust. Mr. Trumbull disclaims beneficial ownership of these shares, and the filing of this report is not an admission that Mr. Trumbull is the beneficial owner of these shares for purposes of Section 16 or for any other purpose.
F5These deferred stock units were granted without cash consideration on February 7, 2013 under the Amended and Restated Health Care REIT, Inc. 2005 Long-Term Incentive Plan. Each deferred stock unit represents a right to receive one share of common stock of Health Care REIT, Inc. at the time of vesting of the unit. These deferred stock units vest in three installments, with 512 units having vested on February 7, 2014, 511 units having vested on February 7, 2015 and 511 units vesting on February 7, 2016.
F6These deferred stock units were granted without cash consideration on February 6, 2014 under the Amended and Restated Health Care REIT, Inc. 2005 Long-Term Incentive Plan. Each deferred stock unit represents a right to receive one share of common stock of Health Care REIT, Inc. at the time of vesting of the unit. These deferred stock units vest in three installments, with 563 units having vested on February 6, 2015, 563 units vesting on February 6, 2016 and 562 units vesting on February 6, 2017.
F7These deferred stock units were granted without cash consideration on February 5, 2015 under the Amended and Restated Health Care REIT, Inc. 2005 Long-Term Incentive Plan. Each deferred stock unit represents a right to receive one share of common stock of Health Care REIT, Inc. at the time of vesting of the unit. These deferred stock units vest in one installment, with 1,532 units vesting on February 5, 2016.
F8Includes (i) 511 deferred stock units granted on February 7, 2013, with 511 units vesting on February 7, 2016; (ii) 1,125 deferred stock units granted on February 6, 2014; with 563 units vesting on February 6, 2016 and 562 units vesting on February 7, 2017 and (iii) 1,532 deferred stock units granted on February 5, 2015, with 1,532 units vesting on February 5, 2016.