Kathryn Sullivan - May 23, 2023 Form 4 Insider Report for WELLTOWER INC. (WELL)

Role: Director
Signature: By: Matthew G. McQueen, Attorney-in-Fact For: Kathryn Sullivan
Stock symbol: WELL
Transactions as of: May 23, 2023
Transactions value $: $0
Form type: 4
Date filed: 5/25/2023, 04:28 PM
Previous filing: Apr 4, 2023
Next filing: Aug 25, 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		+63			63	May 23, 2023	Common	63		Direct	F1
transaction	WELL	Other Stock Units	Award		+63			63	May 23, 2023	Common	63		Direct	F2

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

Explanation of Responses:

Id	Content
F1	These membership interests in Welltower OP LLC ("Welltower OP"), a subsidiary of Welltower Inc. (the "Issuer"), are designated as LTIP Units ("LTIP Units") and intended to qualify as profits interests for US federal income tax purposes and were issued in lieu of dividend equivalent rights accrued on deferred stock units held by the reporting person. 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. The conversion of LTIP Units into OP Units and OP Units into Common Shares, in each case, will occur on a one-for-one basis.
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 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

These membership interests in Welltower OP LLC ("Welltower OP"), a subsidiary of Welltower Inc. (the "Issuer"), are designated as LTIP Units ("LTIP Units") and intended to qualify as profits interests for US federal income tax purposes and were issued in lieu of dividend equivalent rights accrued on deferred stock units held by the reporting person. 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. The conversion of LTIP Units into OP Units and OP Units into Common Shares, in each case, will occur on a one-for-one basis.

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 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.