FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      
1. Name and Address of Reporting Person * Mitra Shankh 2. Issuer Name and Ticker or Trading Symbol WELLTOWER INC. [ WELL ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
CEO, COO & CIO
(Last)         (First)         (Middle)
4500 DORR STREET
3. Date of Earliest Transaction (MM/DD/YYYY)
5/28/2021
(Street)
TOLEDO, OH 43615
(City)       (State)       (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)
 
6. Individual or Joint/Group Filing (Check Applicable Line) _X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock  5/28/2021    A(1)   V 393  A $53.97 (2) 87611  D   
Common Stock                 62  I  By Children 

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
(1)  The reporting person is voluntarily reporting the acquisition of shares of the issuer's common stock pursuant to the Welltower Inc. Employee Stock Purchase Plan ("ESPP"). This transaction was both exempt under Rule 16b-3(c) and Rule 16b-3(d).
(2)  In accordance with the ESPP these shares were purchased based on 85% of the closing stock price on December 1, 2020, the first trading day of the offering period.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Mitra Shankh
4500 DORR STREET
TOLEDO, OH 43615


CEO, COO & CIO

Signatures
By: Matthew G. McQueen, Attorney-in-Fact For: Shankh Mitra 12/2/2021
**Signature of Reporting Person Date
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