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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol WELLTOWER INC. [ HCN ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 03/28/2017 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 03/28/2017 | M | 3,197 | A | $43.29 | 33,795 | D | |||
| Common Stock | 03/28/2017 | M | 3,255 | A | $49.17 | 37,050 | D | |||
| Common Stock | 03/28/2017 | S | 6,452 | D | $70.2649(1) | 30,598 | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Options (Right to Buy) | $43.29 | 03/28/2017 | M | 3,197 | 01/15/2011(2) | 01/28/2020 | Common | 3,197(2) | $0.00(3) | 0 | D | ||||
| Options (Right to Buy) | $49.17 | 03/28/2017 | M | 3,255 | 01/15/2012(4) | 01/27/2021 | Common | 3,255(4) | $0.00(3) | 0 | D | ||||
| Explanation of Responses: |
| 1. This transaction was executed in multiple trades at prices ranging from $72.23 to $70.3421. The price reported above reflects the weighted average sale price. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 2. Options for the purchase of 3,197 shares of common stock at $43.29 per share were granted to Mr. Nungester on January 28, 2010, which grant has previously been reported. Options for the purchase of 640 shares vested on January 15 of each of 2011 and 2012, and options for the purchase of 639 vested on January 15 of each of 2013, 2014 and 2015. |
| 3. The options were granted under the Welltower Inc. 2005 Long-Term Incentive Plan and had no acquisition price. |
| 4. Options for the purchase of 3,255 shares of common stock at $49.17 per share were granted to Mr. Nungester on January 27, 2011, which grant has previously been reported. Options for the purchase of 651 shares vested on January 15 of each of 2012, 2013, 2014, 2015 and 2016. |
| Remarks: |
| By: Matthew McQueen Attorney-in-Fact For: Paul D. Nungester, Jr. | 03/29/2017 | |
| ** 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). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||