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