Shankh Mitra Form 4 WELLTOWER / Shankh Mitra ownership change

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^*

Mitra Shankh

(Last) (First) (Middle)

4500 DORR STREET

(Street)

TOLEDO OH 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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
CEO, COO & CIO

3. Date of Earliest Transaction (Month/Day/Year)
02/12/2021

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/12/2021		M		10,545	A	$0.00	76,941	D
Common Stock	02/12/2021		F		5,394(1)	D	$67.51	71,547	D
Common Stock	02/12/2021		M		9,226	A	$0.00	80,773	D
Common Stock	02/12/2021		F		4,720(1)	D	$67.51	76,053	D
Common Stock	02/16/2021		A		11,165(2)	A	$0.00(2)	87,218	D
Common Stock								62	I	By children

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Deferred Stock Units	$0.00(3)	02/12/2021		M			10,545	02/12/2021(3)	02/12/2021(3)	Common Stock	10,545(4)	$0.00	0(3)	D
Deferred Stock	$0.00(5)	02/12/2021		M			9,226	02/12/2021(5)	02/12/2021(5)	Common Stock	9,226(6)	$0.00	0(5)	D
Employee Stock Option (right to buy)	$67.17	02/16/2021		A		102,465		(7)	02/15/2031	Common Stock	102,465	$0.00	0	D

Explanation of Responses:

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

2. These shares represent restricted stock units that were granted without cash consideration on February 16, 2021 under the Welltower Inc. 2016 Long-Term Incentive Plan and 2020-2022 Long-Term Incentive Program. Each restricted stock unit will be settled in common stock upon vesting in four equal installments on January 15, 2022, January 15, 2023, January 15, 2024 and January 15, 2025.

3. These deferred stock units were granted without cash consideration on February 15, 2018, 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. The deferred stock units vested on February 12, 2021.

4. The reported transaction was a vesting of 10,545 deferred stock units on February 12, 2021, resulting in the issuance of 10,545 shares of common stock. No amount was payable in connection with the vesting or the common stock issuance.

5. These deferred stock units were granted without cash consideration on August 9, 2018, 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. The deferred stock units vested on February 12, 2021.

6. The reported transaction was a vesting of 9,226 deferred stock units on February 12, 2021, resulting in the issuance of 9,226 shares of common stock. No amount was payable in connection with the vesting or the common stock issuance.

7. These options were granted without cash consideration on February 16, 2021 under the Welltower Inc. 2016 Long-Term Incentive Plan. The options vest in four equal installments on January 15, 2022, January 15, 2023, January 15, 2024 and January 15, 2025.

Remarks:

	By: Matthew McQueen Attorney-in-Fact For: Shankh Mitra	02/17/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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