SEC Form 4 · accession 0001209191-15-040523
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
May 6, 2015
Accepted (ET)
May 8, 2015 · 4:18 pm EDT
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 | May 6, 2015 | M | 15,618 | $0.00 | A | 88,186 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance-Based Restricted Stock UnitsF2 | — | May 6, 2015 | M | 15,618 | D | — | — | Common | 15,618 | 0 | D |
Explanation of responses
- F1Shares represent restricted stock units that are automatically deferred under the terms of the restricted stock agreement and will be settled, on a one-to-one basis, in shares of common stock upon the reporting person's separation from service, death or change in control of HCN. These shares were previously reported as performance-based restricted stock units. As of the transaction date, the performance criteria has been satisfied. The aggregate number of shares reported represents: (a) 5,206 fully vested deferred restricted stock units and (b) 10,412 restricted stock units that vest in equal increments on April 13, 2016 and April 13, 2017 subject to the reporting person's continued service.
- F2Reflects the satisfaction of the performance conditions of the performance-based restricted stock unit award made under the Amended and Restated Health Care REIT, Inc. 2005 Long-Term Incentive Plan. Each performance-based restricted stock unit represents the right to receive one share of common stock upon settlement. These restricted stock units are shown in Table I. Settlement in shares of common stock is automatically deferred until separation from service, death or change in control of HCN.