0001209191-23-032176.txt : 20230525
0001209191-23-032176.hdr.sgml : 20230525
20230525162822
ACCESSION NUMBER: 0001209191-23-032176
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20230523
FILED AS OF DATE: 20230525
DATE AS OF CHANGE: 20230525
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: SULLIVAN KATHRYN M
CENTRAL INDEX KEY: 0001272113
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-08923
FILM NUMBER: 23961116
MAIL ADDRESS:
STREET 1: PO BOX 98029
CITY: BATON ROUGE
STATE: LA
ZIP: 70898-9029
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: WELLTOWER INC.
CENTRAL INDEX KEY: 0000766704
STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798]
IRS NUMBER: 341096634
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 4500 DORR STREET
CITY: TOLEDO
STATE: OH
ZIP: 43615
BUSINESS PHONE: 419-247-2800
MAIL ADDRESS:
STREET 1: 4500 DORR STREET
CITY: TOLEDO
STATE: OH
ZIP: 43615
FORMER COMPANY:
FORMER CONFORMED NAME: HEALTH CARE REIT INC /DE/
DATE OF NAME CHANGE: 19920703
4
1
doc4.xml
FORM 4 SUBMISSION
X0407
4
2023-05-23
0
0000766704
WELLTOWER INC.
WELL
0001272113
SULLIVAN KATHRYN M
4500 DORR STREET
TOLEDO
OH
43615
1
0
0
0
0
LTIP Units
2023-05-23
5
A
0
E
63
A
Common
63
63
D
Other Stock Units
2023-05-23
5
A
0
E
63
A
Common
63
63
D
These membership interests in Welltower OP LLC ("Welltower OP"), a subsidiary of Welltower Inc. (the "Issuer"), are designated as LTIP Units ("LTIP Units") and intended to qualify as profits interests for US federal income tax purposes and were issued in lieu of dividend equivalent rights accrued on deferred stock units held by the reporting person. LTIP Units are convertible, conditioned upon the satisfaction of minimum allocations to the capital accounts of the LTIP Units for federal income tax purposes, into Class A Common Units in Welltower OP ("OP Units"). The resulting OP Units may be exchanged by the reporting person for shares of common stock, par value $1.00 per share ("Common Shares") of the Issuer or the equivalent cash value of Common Shares, as determined by the Issuer. The conversion of LTIP Units into OP Units and OP Units into Common Shares, in each case, will occur on a one-for-one basis.
Solely in order to reserve Common Shares to satisfy any exchange in respect of OP Units as contemplated herein that might occur in the future, the reporting person also received an award of Other Stock Units under the Welltower Inc. 2022 Long-Term Incentive Plan (the "2022 Plan"). The award of Other Stock Units provides the reporting person with the ability to acquire Common Shares under the 2022 Plan only through the exchange of OP Units for those shares and in no other manner. Upon the exchange of OP Units for Common Shares, the reporting person will relinquish all rights to the exchanged OP Units. Any Other Stock Units that may be remaining after all OP Units have been exchanged will be immediately canceled for no consideration.
By: Matthew G. McQueen, Attorney-in-Fact
For: Kathryn Sullivan
2023-05-25