SEC Form 4 · accession 0001209191-15-010966
WELLTOWER INC. · WELL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Thomas J Derosa
Officer — Chief Executive Officer · Director
Period of report
Feb 5, 2015
Accepted (ET)
Feb 9, 2015 · 5:59 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 StockF1 | Feb 7, 2015 | M | 511 | $0.00 | A | 30,836 | D | |
| Common StockF2 | Feb 6, 2015 | M | 563 | $0.00 | A | 31,399 | D | |
| Common StockF3 | Feb 5, 2015 | A | 45,046 | $0.00 | A | 76,445 | D | |
| Common Stock | Feb 5, 2015 | F | 3,877 | $81.63 | D | 72,568 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Deferred Stock UnitsF4,F1 | $0.00 | Feb 7, 2015 | M | 511 | D | Feb 7, 2015 | Feb 7, 2015 | Common | 511 | 2,199 | D |
| Deferred Stock UnitsF5,F6,F2 | $0.00 | Feb 6, 2015 | M | 563 | D | Feb 6, 2015 | Feb 6, 2015 | Common | 563 | 1,636 | 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.
- F3The shares were granted without cash consideration as shares of restricted stock under the Amended and Restated Health Care REIT, Inc. 2005 Long-Term Incentive Plan.
- F4These 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.
- F5These 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.
- F6Includes (i) 511 deferred stock units granted on February 7, 2013, with 511 units vesting on February 7, 2016; and (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.