Statement of Changes in Beneficial Ownership (4)

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 ^* Fieweger Joshua	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) Vice President, Controller
(Last) (First) (Middle) 4500 DORR STREET	3. Date of Earliest Transaction (MM/DD/YYYY) 2/14/2020
(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)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Commom Stock	2/14/2020		M		243	A	$0.00	6635	D
Common Stock	2/14/2020		F		72 ⁽¹⁾	D	$89.32	6563	D
Common Stock	2/14/2020		A		624 ⁽²⁾	A	$0.00 ⁽²⁾	7187	D

*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)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Deferred Stock Units	$0.00 ⁽³⁾	2/14/2020		M			243	2/14/2020 ⁽³⁾	2/14/2020 ⁽³⁾	Common	243 ⁽⁴⁾	$0.00	238 ⁽³⁾	D

Explanation of Responses:
(1)	Shares withheld upon vesting to satisfy tax withholding obligation.
(2)	These shares represent restricted stock units that were granted without cash consideration on February 14, 2020 under the Welltower Inc. 2016 Long-Term Incentive Plan and 2020-2022 Long-Term Incentive Program. Each restricted stock unit will be settled in common stock upon vesting in four equal installments on January 15, 2021, January 15, 2022, January 15, 2023 and January 15, 2024.
(3)	These deferred stock units were granted without cash consideration on November 1, 2017, under the Welltower Inc. 2016 Long-Term Incentive Plan. Each deferred stock unit represents a right to receive one share of common stock of Welltower Inc. at the time of vesting of the unit. These deferred stock units vest in two installments with 243 units having vested on February 14, 2020 and 238 units vesting on December 31, 2020.
(4)	The reported transaction was a vesting of 243 deferred stock units on February 14, 2020, resulting in the issuance of 243 shares of common stock. No amount was payable in connection with the vesting or the common stock issuance.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Fieweger Joshua 4500 DORR STREET TOLEDO, OH 43615			Vice President, Controller