| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | WELL | Common Stock | Disposed to Issuer | $0 | -18.6K | -18.58% | $0.00 | 81.5K | Jan 3, 2023 | Direct | F1 |
| holding | WELL | Common Stock | 62 | Jan 3, 2023 | by children | F2 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | WELL | LTIP Units | Award | +18.6K | 18.6K | Jan 3, 2023 | Common | 18.6K | Direct | F3 | ||||
| transaction | WELL | Employee Stock Option (right to buy) | Disposed to Issuer | -76.8K | -100% | 0 | Jan 3, 2023 | Common | 76.8K | $67.17 | Direct | F4, F5 | ||
| transaction | WELL | Employee Stock Option (right to buy) | Disposed to Issuer | -129K | -100% | 0 | Jan 3, 2023 | Common | 129K | $86.31 | Direct | F5, F6 | ||
| transaction | WELL | Option Units | Award | +76.8K | 76.8K | Jan 3, 2023 | Common | 76.8K | Direct | F5 | ||||
| transaction | WELL | Option Units | Award | +129K | 129K | Jan 3, 2023 | Common | 129K | Direct | F5 | ||||
| transaction | WELL | Other Stock Units | Award | +224K | 224K | Jan 3, 2023 | Common | 224K | Direct | F7 |
| 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 "Canceled RSUs"). |
| F2 | The reporting person disclaims beneficial ownership of the shares owned by children who share the reporting person's household. This report should not be deemed an admission that the reporting person is the beneficial owner of such shares for purposes of Section 16 or for any other purpose. |
| F3 | In exchange for the Canceled 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 Canceled 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, as determined by the Issuer. |
| F4 | This option to purchase 76,849 Common Shares of the Issuer was previously granted to the reporting person and provided for time-based vesting. On January 3, 2023, the Issuer canceled the unvested portion of the option upon surrender to the Issuer by the reporting person. |
| F5 | In exchange for each Canceled Option (as defined below), the reporting person received a replacement award of membership interests in Welltower OP designated as Option Units ("Option Units"), which Option Units are intended to qualify as profits interests for US federal income tax purposes. The vesting schedule for Option Units is the same as the vesting schedule for the applicable corresponding Canceled Option. Upon vesting, the Option Units are 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. |
| F6 | This option to purchase 128,694 Common Shares of the Issuer was previously granted to the reporting person and provided for time-based vesting. On January 3, 2023, the Issuer canceled the unvested portion of the option upon surrender to the Issuer by the reporting person (each such canceled option as described in Footnotes 4 and 6 herein, a "Canceled Option"). |
| F7 | Solely 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. |