SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G*
(Rule 13d-102)
INFORMATION TO BE INCLUDED
IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c), AND
(d) AND AMENDMENTS THERETO
FILED PURSUANT TO RULE 13d-2
(AMENDMENT NO. 1)*
Welltower Inc.
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(Name of Issuer)
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Common Stock
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(Title of Class of Securities)
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95040Q104
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(CUSIP Number)
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October 31, 2022
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(Date of Event Which Requires Filing of this Statement)
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Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
[x] Rule 13d-1(b)
☐ Rule
13d-1(c)
☐ Rule
13d-1(d)
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
1
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NAMES OF REPORTING PERSONS
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Cohen & Steers, Inc. 14-1904657
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)[x]
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
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5
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SOLE VOTING POWER
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33,316,417
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6
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SHARED VOTING POWER
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0
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7
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SOLE DISPOSITIVE POWER
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46,820,079
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8
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SHARED DISPOSITIVE POWER
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0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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46,820,079
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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10.10%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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HC, CO
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1
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NAMES OF REPORTING PERSONS
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Cohen & Steers Capital Management, Inc.
13-3353336
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)[x]
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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New York
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
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5
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SOLE VOTING POWER
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33,215,729
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6
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SHARED VOTING POWER
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0
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7
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SOLE DISPOSITIVE POWER
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46,552,318
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8
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SHARED DISPOSITIVE POWER
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0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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46,552,318
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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10.05%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IA, CO
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1
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NAMES OF REPORTING PERSONS
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Cohen & Steers UK Limited
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)[x]
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United Kingdom
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
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5
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SOLE VOTING POWER
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68,870
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6
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SHARED VOTING POWER
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0
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7
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SOLE DISPOSITIVE POWER
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235,943
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8
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SHARED DISPOSITIVE POWER
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0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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235,943
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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0.05%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IA, CO
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1
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NAMES OF REPORTING PERSONS
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Cohen & Steers Asia Limited
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)[x]
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Hong Kong
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
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5
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SOLE VOTING POWER
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0
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6
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SHARED VOTING POWER
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0
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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0
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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0.000%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IA, CO
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1
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NAMES OF REPORTING PERSONS
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Cohen & Steers Ireland Limited
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)[x]
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Ireland
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
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5
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SOLE VOTING POWER
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31,818
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6
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SHARED VOTING POWER
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0
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7
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SOLE DISPOSITIVE POWER
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31,818
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8
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SHARED DISPOSITIVE POWER
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0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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31,818
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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0.007%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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FI, CO
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Item 1(a).
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Name of Issuer:
Welltower Inc.
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Item 1(b).
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Address of Issuer's Principal Executive Offices:
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4500 Dorr St
Toledo, OH 43615
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Item 2(a).
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Name of Person Filing:
Cohen & Steers, Inc.
Cohen & Steers Capital Management, Inc.
Cohen & Steers UK Ltd
Cohen & Steers Asia Ltd
Cohen & Steers Ireland Ltd
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Item 2(b).
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Address of Principal Business Office or, if none, Residence:
The principal address for Cohen & Steers, Inc.
and Cohen & Steers Capital Management, Inc. is:
280 Park Avenue, 10th Floor
New York, NY 10017
The principal address for Cohen & Steers UK Ltd. is:
50 Pall Mall, 7th Floor
London, United Kingdom SW1Y 5JH
The principal address for Cohen & Steers Asia Ltd. is:
1201-02 Champion Tower
Three Garden Road
Central, Hong Kong
The principal address for Cohen & Steers Ireland Ltd. is:
77 Sir John Rogerson's Quay
Block C, Grand Canal Docklands
Dublin 2, D02 VK60
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Item 2(c).
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Citizenship:
Cohen & Steers, Inc: Delaware corporation
Cohen & Steers Capital Management, Inc: New York
corporation
Cohen & Steers UK Ltd: United Kingdom Private Limited
Company
Cohen & Steers Asia Ltd: Asia Private Limited Company
Cohen & Steers Ireland Ltd: Ireland Private Limited
Company
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Item 2(d).
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Title of Class of Securities:
Common Stock
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Item 2(e).
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CUSIP Number:
95040Q104
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Item 3.
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If This Statement Is Filed Pursuant to Sections 240.13d-1(b)
or
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240.13d-2(b) or (c), Check Whether the Person Filing Is a(n):
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(a) |
☐ Broker
or dealer registered under Section 15 of the Act (15 U.S.C.
78o);
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(b) |
☐ Bank as
defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);
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(c) |
☐
Insurance company as defined in Section 3(a)(19) of the Act (15
U.S.C. 78c);
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(d) |
☐
Investment company registered under Section 8 of the Investment
Company Act of 1940 (15 U.S.C. 80a-8);
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(e) |
[x]
Investment adviser in accordance with Section
240.13d-1(b)(1)(ii)(E);
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(f) |
☐
Employee benefit plan or endowment fund in accordance with Section
240.13d-1(b)(1)(ii)(F);
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(g) |
[x]
Parent holding company or control person in accordance with Section
240.13d-1(b)(1)(ii)(G);
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(h) |
☐ Savings
association as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813);
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(i) |
☐ Church
plan that is excluded from the definition of an investment company
under Section 3(c)(14) of the Investment Company Act of 1940 (15
U.S.C. 80a-3);
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(j) |
[x] A
non-U.S. institution in accordance with Section
240.13d-1(b)(1)(ii)(J);
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(k) |
☐ Group,
in accordance with Section 240.13d-1(b)(1)(ii)(K). If filing as a
non-U.S. institution in accordance with Section
240.13d-1(b)(1)(ii)(J), please specify the type of institution:
____________________________ .
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(a)
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Amount beneficially owned as of October 31, 2022:
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See row 9 cover sheet
See row 11 on cover sheet
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(c) |
Number of shares as to which the person has:
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(i) |
Sole power to vote or to direct the vote:
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See
row 5 on cover sheet
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(ii) |
Shared power to vote or to direct the vote:
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See
row 6 on cover sheet
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(iii) |
Sole power to dispose or to direct the disposition of:
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See
row 7 on cover sheet
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(iv) |
Shared power to dispose or to direct the disposition of:
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See
row 8 on cover sheet
Item 5.
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Ownership of Five Percent or Less of a Class.
No
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If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check
the following [
].
Item 6.
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Ownership of More Than Five Percent on Behalf of Another
Person.
Each of Cohen & Steers Capital Management, Inc., Cohen &
Steers UK Ltd., Cohen & Steers Asia Ltd. and Cohen & Steers
Ireland Ltd. holds the securities of the Issuer to which this
statement relates for the benefit of their respective account
holders. Such account holders have the right to receive or
the power to direct the receipt of dividends from, or proceeds from
the sale of, the securities of the Issuer that are held on their
behalf.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company.
Cohen & Steers, Inc. holds a 100% interest in Cohen &
Steers Capital Management, Inc., Cohen & Steers UK Ltd., Cohen
& Steers Asia Ltd. (investment advisors registered under
Section 203 of the Investment Advisers Act) and Cohen & Steers
Ireland Ltd. (a non-US institution).
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Item 8.
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Identification and Classification of Members of the Group.
N/A
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Item 9.
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Notice of Dissolution of Group.
N/A
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By signing below, I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are held
in the ordinary course of business and were not acquired and are
not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
By signing below, I certify that, to the best of my knowledge and
belief, the foreign regulatory scheme applicable to Cohen &
Steers Ireland Ltd is substantially comparable to the regulatory
scheme applicable to the functionally equivalent U.S. institution.
I also undertake to furnish to the Commission staff, upon request,
information that would otherwise be disclosed in a Schedule
13D. I also undertake to furnish to the Commission staff,
upon request, information that would otherwise be disclosed in a
Schedule 13D filed by Cohen & Steers Ireland Ltd.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.
Dated: November 10, 2022.
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Cohen & Steers, Inc.
Cohen & Steers Capital Management, Inc
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By:
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/s/ Edward Delk
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Name: Edward Delk
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Title: SVP, Global Chief Compliance Officer
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Cohen & Steers UK Limited
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By:
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/s/ Natalie Okorie
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Name: Natalie Okorie
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Title: Compliance Officer
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Cohen & Steers Asia Limited
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By:
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/s/ Catherine Cheng
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Name: Catherine Cheng
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Title: VP, Compliance Officer
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Cohen & Steers Ireland Limited
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By:
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/s/ Alan Cooper
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Name: Alan Cooper
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Title: VP, Compliance Officer
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JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) promulgated under the Securities
Exchange Act of 1934, as amended, the undersigned hereby
agree to the joint filing with all other Reporting Persons (as such
term is defined in the Schedule 13G referred to below) on behalf of
each of them of a Statement on Schedule 13G including
amendments thereto with respect to the Common Shares of Welltower
Inc. and that this Agreement may be included as an Exhibit to such
joint filing. This Agreement may be executed in any number of
counterparts, all of which together shall constitute one and the
same instrument.
IN WITNESS
WHEREOF, the undersigned hereby execute this Agreement as of
November 10, 2022.
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Cohen & Steers, Inc.
Cohen & Steers Capital Management, Inc
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By:
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/s/ Edward Delk
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Name: Edward Delk
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Title: SVP, Global Chief Compliance Officer
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Cohen & Steers UK Limited
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By:
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/s/ Natalie Okorie
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Name: Natalie Okorie
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Title: Compliance Officer
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Cohen & Steers Asia Limited
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By:
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/s/ Catherine Cheng
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Name: Catherine Cheng
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Title: VP, Compliance Officer
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Cohen & Steers Ireland Limited
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By:
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/s/ Alan Cooper
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Name: Alan Cooper
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Title: VP, Compliance Officer
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