Kathryn Sullivan - Jan 3, 2023 Form 4 Insider Report for WELLTOWER INC. (WELL)

Role
Director
Signature
By: Matthew McQueen Attorney-in-Fact For: Kathryn Sullivan
Stock symbol
WELL
Transactions as of
Jan 3, 2023
Transactions value $
$0
Form type
4
Date filed
1/3/2023, 05:52 PM
Previous filing
Dec 5, 2022
Next filing
Jan 5, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction WELL Common Stock Disposed to Issuer $0 -2.05K -23.7% $0.00 6.6K Jan 3, 2023 Direct F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 These restricted stock units (the "RSUs") in respect of shares of common stock, par value $1.00 per share ("Common Shares"), of Welltower Inc. (the "Issuer") were previously granted to the reporting person and provided for time-based vesting. On January 3, 2023, the Issuer canceled the unvested RSUs upon surrender to the Issuer by the reporting person (the "Cancelled RSUs").
F2 In exchange for the Cancelled RSUs, the reporting person received a replacement award of membership interests in Welltower OP LLC ("Welltower OP"), a subsidiary of 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 vesting schedule for each LTIP Unit is the same as the vesting schedule for the corresponding Cancelled RSU. The LTIP Units, if and as they become vested, 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 Common Shares or the equivalent cash value of Common Shares.
F3 (continue from footnote 2) In order to reserve Common Shares to satisfy any such exchange 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.