SEC Form 4 · accession 0001209191-19-001094
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
Dec 31, 2018
Accepted (ET)
Jan 3, 2019 · 4:57 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 | Dec 31, 2018 | M | 10,927 | $0.00 | A | 268,137 | D | |
| Common StockF1 | Dec 31, 2018 | F | 3,464 | $69.41 | D | 264,673 | 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 UnitsF2,F3 | $0.00 | Dec 31, 2018 | M | 10,927 | D | Dec 31, 2018 | Dec 31, 2018 | Common | 10,927 | 10,925 | D |
Explanation of responses
- F1Shares withheld upon vesting to satisfy tax withholding obligation.
- F2These deferred stock units were granted without cash consideration on August 6, 2015 under the Amended and Restated Welltower Inc. 2005 Long-Term Incentive Plan and the 2015-2017 Long-Term Incentive Program. 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 three installments with 10,927 units having vested on February 28, 2018, 10,927 units having vested on December 31, 2018 and 10,925 units vesting on December 31, 2019.
- F3The reported transaction was a vesting of 10,927 deferred stock units on December 31, 2018, resulting in the issuance of 10,927 shares of common stock. No amount was payable in connection with the vesting or the common stock issuance.