Statement of Changes in Beneficial Ownership (4)
December 21 2022 - 06:23PM
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 * McHugh Timothy |
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)
EVP - Chief Financial Officer |
(Last)
(First)
(Middle)
4500 DORR STREET |
3. Date of Earliest Transaction (MM/DD/YYYY)
5/31/2022
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(Street)
4500 DORR STREET, 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 |
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 |
5/31/2022 |
|
A(1) |
V |
98 |
A |
$67.456 (2) |
42867 |
D |
|
Common Stock |
11/30/2022 |
|
A(1) |
V |
111 |
A |
$60.376 (3) |
42978 |
D |
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Common Stock |
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|
|
|
|
|
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26 |
I |
By Children (4) |
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) |
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 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) |
n accordance with the ESPP
these shares were purchased based on 85% of the closing stock price
on December 1, 2021, the first trading day of the offering
period. |
(3) |
In accordance with the ESPP
these were purchased based on 85% of the closing stock price on
November 30, 2022, the last trading day of the offering
period. |
(4) |
The reporting person
disclaims beneficial ownership of the shares owned by children who
share the reporting person's household. This report should not be
deemed an admission that the reporting person is the beneficial
owner of such shares for purposes of Section 16 for any other
purpose. |
Reporting
Owners
|
Reporting Owner Name / Address |
Relationships
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Director |
10% Owner |
Officer |
Other |
McHugh Timothy
4500 DORR STREET
4500 DORR STREET, OH 43615 |
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|
EVP - Chief Financial Officer |
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Signatures
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By: Matthew McQueen, Attorney-in-Fact For:
Timothy G. McHugh |
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12/21/2022 |
**Signature of Reporting
Person |
Date |
Reminder: Report on a separate line for each class
of securities beneficially owned directly or
indirectly. |
* |
If the form is filed by more than one
reporting person, see Instruction 4(b)(v). |
** |
Intentional misstatements or omissions
of facts constitute Federal Criminal Violations. See 18
U.S.C. 1001 and 15 U.S.C. 78ff(a). |
Note: |
File three copies of this Form, one of
which must be manually signed. If space is insufficient, see
Instruction 6 for procedure. |
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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