Statement of Changes in Beneficial Ownership (4)
September 02 2016 - 4:32PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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
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1. Name and Address of Reporting Person
*
ESTES SCOTT A
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2. Issuer Name
and
Ticker or Trading Symbol
WELLTOWER INC.
[
HCN
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
EVP and CFO
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(Last)
(First)
(Middle)
4500 DORR STREET
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3. Date of Earliest Transaction
(MM/DD/YYYY)
9/1/2016
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(Street)
TOLEDO, OH 43615
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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9/1/2016
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M
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3192
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A
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$37.00
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133126
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D
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Common Stock
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9/1/2016
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S
(1)
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3192
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D
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$76.4274
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129934
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Option (Right to Buy)
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$37.00
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9/1/2016
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M
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3192
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1/15/2013
(2)
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1/29/2019
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Common
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9576
(2)
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$0.00
(3)
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6384
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D
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Explanation of Responses:
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(
1)
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The shares covered by this Form 4 have been sold pursuant to a Rule 10b5-1 Trading Plan dated May 23, 2016.
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(
2)
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Options for the purchase of 33,813 shares of common stock at $37.00 per share were granted to Mr. Estes on January 29, 2009, which grant has previously been reported. The partial exercise of these options for the purchase of 27,429 shares has previously been reported. Of the remaining options, options for the purchase of 6,384 shares vested on January 15 of 2014.
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(
3)
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The options were granted under the Welltower Inc. 2005 Long-Term Incentive Plan and had no acquisition price.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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ESTES SCOTT A
4500 DORR STREET
TOLEDO, OH 43615
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EVP and CFO
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Signatures
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By: Matthew McQueen
Attorney-in-Fact
For: Scott A. Estes
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9/2/2016
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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