Welltower (WELL) Form 4 WELLTOWER / Jeffrey H Miller 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^*

Miller Jeffrey H

(Last) (First) (Middle)

4500 DORR STREET

(Street)

TOLEDO OH 43615

(City) (State) (Zip)

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP-COO

3. Date of Earliest Transaction (Month/Day/Year)
09/07/2016

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	09/07/2016		M		3,994	A	$49.17	136,095	D
Common Stock	09/07/2016		M		19,283	A	$57.33	155,378	D
Common Stock	09/07/2016		S(1)		24,777	D	$78	130,601	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Option (Right to Buy)	$49.17	09/07/2016		M			3,994	01/15/2016(2)	01/27/2021	Common	3,994(2)	$0.00(3)	0	D
Option (Right to Buy)	$57.33	09/07/2016		M			19,283	01/15/2013(4)	01/26/2022	Common	24,103(4)	$0.00(3)	4,820	D

Explanation of Responses:

1. The shares covered by this Form 4 have been sold pursuant ot a Rule 10b5-1 Sales Plan dated August 30, 2016.

2. Options for the purchase of 19,971 shares of common stock at $49.17 per share were granted to Mr. Miller on January 27, 2011, which grant has previously been reported. The partial exercise of these options for the purchase of 15,977 shares has previously been reported. Of the remaining options, options for the purchase of 3,994 shares vested on January 15, 2016.

3. The options were granted under the Amended and Restated Health Care REIT, Inc. 2005 Long-Term Incentive Plan and had no acquisition price.

4. Options for the purchase of 24,103 shares of common stock at $57.33 per share were granted to Mr. Miller on January 26, 2012, which grant has previously been reported. Options for the purchase of 4,821 shares vested on January 15 of each of 2013, 2014 and 2015, options for the purchase of 4,820 shares vested on January 15, 2016 and options for the purchase of 4,820 shares will vest on January 15, 2017.

Remarks:

	By: Matthew McQueen Attorney-in-Fact For: Jeffrey H. Miller	09/08/2016
	** 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).
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