SEC Form 4 · accession 0001209191-16-094739
WELLTOWER INC. · WELL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jeffrey H Miller
Officer — EVP-COO
Period of report
Jan 31, 2016
Accepted (ET)
Feb 2, 2016 · 4:20 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 | Jan 31, 2016 | M | 4,361 | $0.00 | A | 86,191 | D | |
| Common StockF2 | Jan 31, 2016 | F | 2,080 | $62.22 | D | 84,111 | 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 UnitsF3,F1 | $0.00 | Jan 31, 2016 | M | 4,361 | D | Jan 31, 2016 | Jan 31, 2016 | Common | 4,361 | 4,360 | D |
Explanation of responses
- F1The reported transaction was a vesting of 4,361 deferred stock units on January 31, 2016, resulting in the issuance of 4,361 shares of common stock. No amount was payable in connection with the vesting or the common stock issuance.
- F2Tax withholding in shares of common stock on 4,361 deferred stock units granted on January 26, 2012, which grant vested on January 31, 2016.
- F3These deferred stock units were granted without cash consideration on January 26, 2012 under the Amended and Restated Welltower Inc. 2005 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. These deferred stock units vest in four installments with 4,361 units having vested on January 31 of each of 2012, 2015 and 2016 and 4,360 units vesting on January 31, 2017.