Kathryn Sullivan - Jan 4, 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 4, 2023
Transactions value $: $0
Form type: 4
Date filed: 1/5/2023, 04:03 PM
Previous filing: Jan 3, 2023
Next filing: Feb 27, 2023

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
transaction	WELL	LTIP Units	Award		+2.05K			2.05K	Jan 4, 2023	Common	2.05K		Direct	F1
transaction	WELL	Other Stock Units	Award		+2.05K			2.05K	Jan 4, 2023	Common	2.05K		Direct	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Represents 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 were granted in exchange for the cancelation of certain restricted stock units previously granted to the reporting person that provided for time-based vesting (the "Canceled RSUs"). The vesting schedule for each LTIP Unit is the same as the vesting schedule for the corresponding Canceled RSU. Upon vesting, the LTIP Units are convertible at the reporting person's election into vested 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, of the Issuer ("Common Shares") or the equivalent cash value of Common Shares, as determined by the Issuer.
F2	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.

Content

Represents 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 were granted in exchange for the cancelation of certain restricted stock units previously granted to the reporting person that provided for time-based vesting (the "Canceled RSUs"). The vesting schedule for each LTIP Unit is the same as the vesting schedule for the corresponding Canceled RSU. Upon vesting, the LTIP Units are convertible at the reporting person's election into vested 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, of the Issuer ("Common Shares") or the equivalent cash value of Common Shares, as determined by the Issuer.

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.