SEC Form 4 · accession 0001209191-19-009087
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 7, 2019
Accepted (ET)
Feb 11, 2019 · 6:06 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 | Feb 7, 2019 | M | 36,125 | $0.00 | A | 287,524 | D | |
| Common StockF1 | Feb 7, 2019 | F | 16,564 | $77.05 | D | 270,960 | 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 | Feb 7, 2019 | M | 36,125 | D | Feb 7, 2019 | Feb 7, 2019 | Common | 36,125 | 72,245 | D |
Explanation of responses
- F1Shares withheld upon vesting to satisfy tax withholding obligation.
- F2These deferred stock units were granted without cash consideration on May 6, 2016, under the Amended and Restated Welltower Inc. 2005 Long-Term Incentive Plan and the 2016-2018 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 36,125 units having vested on February 7, 2019, 36,125 units vesting on December 31, 2019 and 36,120 units vesting on December 31, 2020.
- F3The reported transaction was a vesting of 36,125 deferred stock units on February 7, 2019, resulting in the issuance of 36,125 shares of common stock. No amount was payable in connection with the vesting or the common stock issuance.