Nikhil Chaudhri - Aug 22, 2024 Form 3 Insider Report for WELLTOWER INC. (WELL)

Role
EVP - Chief Investment Officer
Signature
By: Matthew McQueen, Attorney-in-Fact For: Nikhil Chaudhri
Stock symbol
WELL
Transactions as of
Aug 22, 2024
Transactions value $
$0
Form type
3
Date filed
8/22/2024, 05:06 PM
Previous filing
Dec 10, 2024

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding WELL LTIP Units Aug 22, 2024 Common 1.25K Direct F1
holding WELL LTIP Units Aug 22, 2024 Common 1.34K Direct F2
holding WELL LTIP Units Aug 22, 2024 Common 2.08K Direct F3
holding WELL LTIP Units Aug 22, 2024 Common 3.94K Direct F4
holding WELL LTIP Units Aug 22, 2024 Common 3.36K Direct F5
holding WELL OP Units Aug 22, 2024 Common 9.23K Direct F6
holding WELL Employee Stock Option (right to buy) Aug 22, 2024 Common 5.55K $67.17 Direct F7
holding WELL Option Units Aug 22, 2024 Common 16.7K $67.17 Direct F8
holding WELL Other Stock Units Aug 22, 2024 Common 37.8K $37,839.00 Direct F8, F9
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents an award, granted without cash consideration, of membership interests in Welltower OP LLC ("Welltower OP"), a subsidiary of Welltower Inc. (the "Issuer"), designated as LTIP Units ("LTIP Units"), which LTIP Units are intended to qualify as profits interests for US federal income tax purposes. The LTIP Units are fully vested. The 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.
F2 Represents an award of LTIP Units 75% of the LTIP Units are vested and the remaining 25% are scheduled to vest on January 15, 2025, subject to the reporting person's continued employment through the vesting date. The 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 OP Units. The resulting OP Units may be exchanged by the reporting person for Common Shares of the Issuer or the equivalent cash value of Common Shares, as determined by the Issuer.
F3 Represents an award of LTIP Units. 50% of the LTIP Units are vested and the remaining 50% are scheduled to vest in equal installments on January 15, 2025 and January 15, 2026, subject to the reporting person's continued employment through each applicable vesting date. The 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 OP Units. The resulting OP Units may be exchanged by the reporting person for Common Shares of the Issuer or the equivalent cash value of Common Shares, as determined by the Issuer.
F4 Represents an award of LTIP Units. 25% of the LTIP Units are vested and the remaining 75% are scheduled to vest in equal installments on January 15, 2025, January 15, 2026 and January 15, 2027, subject to the reporting person's continued employment through each applicable vesting date. The 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 OP Units. The resulting OP Units may be exchanged by the reporting person for Common Shares of the Issuer or the equivalent cash value of Common Shares, as determined by the Issuer.
F5 Represents an award of LTIP Units. The LTIP Units are scheduled to vest in four equal installments on January 15, 2025, January 15, 2026, January 15, 2027 and January 15, 2028. The 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 OP Units. The resulting OP Units may be exchanged by the reporting person for Common Shares of the Issuer or the equivalent cash value of Common Shares, as determined by the Issuer.
F6 Represents OP Units, which may be exchanged by the reporting person for Common Shares of the Issuer or the equivalent cash value of Common Shares, as determined by the Issuer.
F7 These options were granted without cash consideration on February 16, 2021 under the Welltower Inc. 2016 Long-Term Incentive Plan. 75% of the options are vested and the remaining 25% are scheduled to vest on January 15, 2025, subject to the reporting person's continued employment through the vesting date.
F8 Represents an award of option units ("Option Units"), which Option Units are intended to qualify as profits interests for US federal income tax purposes. Two-thirds of the Option Units are vested, and the remaining one-third are scheduled to vest on January 15, 2025, subject to the reporting person's continued employment through the vesting date. Vested Option Units are then convertible at the reporting person's election into vested LTIP Units that are convertible into OP Units. The resulting OP Units may be exchanged by the reporting person for Common Shares or the equivalent cash value of Common Shares, as determined by the Issuer.
F9 Soley 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 the 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.