SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

DEROSA THOMAS J

(Last)

(First)

(Middle)

4500 DORR STREET

(Street)

TOLEDO

43615

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
WELLTOWER INC. [ WELL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman & CEO

3. Date of Earliest Transaction (Month/Day/Year)
12/31/2019

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/31/2019		M		36,125	A	$0.00	310,451	D
Common Stock	12/31/2019		F		4,255⁽¹⁾	D	$81.78	306,196	D
Common Stock	12/31/2019		M		10,925	A	$0.00	317,121	D
Common Stock	12/31/2019		F		18,976⁽¹⁾	D	$81.78	298,145	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Deferred Stock Units	$0.00⁽²⁾	12/31/2019		M			36,125	12/31/2019⁽²⁾	12/31/2019⁽²⁾	Common	36,125⁽³⁾	$0.00	36,120⁽²⁾	D
Deferred Stock Unit	$0.00⁽⁴⁾	12/31/2019		M			10,925	12/31/2019⁽⁴⁾	12/31/2019⁽⁴⁾	Commom	10,925⁽⁵⁾	$0.00	10,926⁽⁴⁾	D

Explanation of Responses:

1. Shares withheld upon vesting to satisfy tax withholding obligation.

2. These 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 having vested on December 31, 2019 and 36,120 units vesting on December 31, 2020.

3. The reported transaction was a vesting of 36,125 deferred stock units on December 31, 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.

4. These 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 having vested on December 31, 2019.

5. The reported transaction was a vesting of 10,925 deferred stock units on December 31, 2019, resulting in the issuance of 10,925 shares of common stock. No amount was payable in connection with the vesting or the common stock issuance.

Remarks:

	By: Matthew McQueen Attorney-in-Fact For: Thomas J. DeRosa	01/03/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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