SEC Form 4 · accession 0001209191-19-009089
WELLTOWER INC. · WELL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
A later amendment supersedes this filing — read the amendment. The figures below are kept as originally reported (version chain, not an overwrite).
Reporting owner
Mercedes Kerr
Officer — EVP-Business Development
Period of report
Feb 7, 2019
Accepted (ET)
Feb 11, 2019 · 6:10 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 | 12,088 | $0.00 | A | 45,241 | D | |
| Common StockF1 | Feb 7, 2019 | F | 5,047 | $77.05 | D | 40,194 | D | |
| Commom Stock | Feb 7, 2019 | M | 8,507 | $0.00 | A | 48,701 | D | |
| Common StockF1 | Feb 7, 2019 | F | 4,218 | $77.05 | D | 44,483 | 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 | 12,088 | D | Feb 7, 2019 | Feb 7, 2019 | Common | 12,088 | 24,173 | D |
| Deferred Stock UnitsF4,F5 | $0.00 | Feb 7, 2019 | M | 8,507 | D | Feb 7, 2019 | Feb 7, 2019 | Common | 8,507 | 8,505 | D |
Explanation of responses
- F1Shares withheld upon vesting to satisfy tax withholding obligation.
- F2These deferred stock units were granted without cash consideration on February 24, 2017, 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 12,088 units having vested on February 7, 2019, 12,088 units vesting on December 31, 2019 and 12,085 units vesting on December 31, 2020.
- F3The reported transaction was a vesting of 12,088 deferred stock units on February 7, 2019, resulting in the issuance of 12,088 shares of common stock. No amount was payable in connection with the vesting or the common stock issuance.
- F4These deferred stock units were granted without cash consideration on August 1, 2017, under the Welltower Inc. 2016 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 two installments with 8,507 units having vested on February 7, 2019 and 8,505 units vesting on December 31, 2019.
- F5The reported transaction was a vesting of 8,507 deferred stock units on February 7, 2019, resulting in the issuance of 8,507 shares of common stock. No amount was payable in connection with the vesting or the common stock issuance.