Statement of Changes in Beneficial Ownership (4)
January 05 2023 - 04:57PM
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 * Mcqueen Matthew
Grant |
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, Gen.Counsel & Secretary |
(Last)
(First)
(Middle)
4500 DORR STREET |
3. Date of Earliest Transaction (MM/DD/YYYY)
1/3/2023
|
(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 |
1/3/2023 |
|
D |
|
7877 (1) |
D |
$0.00 |
27847 |
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) |
Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
LTIP Units |
(2) |
1/3/2023 |
|
A |
|
7877 |
|
(2) |
(2) |
Common |
7877 |
(2) |
7877 |
D |
|
Employee Stock Option (right to
buy) |
$67.17 |
1/3/2023 |
|
D |
|
|
7685 |
(3) |
2/15/2031 |
Common |
7685 |
(4) |
0 |
D |
|
Option Units |
(4) |
1/3/2023 |
|
A |
|
7685 |
|
(4) |
2/15/2031 |
Common |
7685 |
(4) |
7685 |
D |
|
Other Stock Units |
(5) |
1/3/2023 |
|
A |
|
15562 |
|
(5) |
(5) |
Common |
15562 |
(5) |
15562 |
D |
|
Explanation of
Responses: |
(1) |
These restricted stock units
(the "RSUs") in respect of shares of common stock, par value $1.00
per share ("Common Shares"), of Welltower Inc. (the "Issuer") were
previously granted to the reporting person and provided for
time-based vesting. On January 3, 2023, the Issuer canceled the
unvested RSUs upon surrender to the Issuer by the reporting person
(the "Canceled RSUs"). |
(2) |
In exchange for the Canceled
RSUs, the reporting person received a replacement award of
membership interests in Welltower OP LLC ("Welltower OP"), a
subsidiary of the Issuer, designated as LTIP Units ("LTIP Units"),
which LTIP Units are intended to qualify as profits interests for
US federal income tax purposes. The vesting schedule for each LTIP
Unit is the same as the vesting schedule for the corresponding
Canceled RSU. The LTIP Units, if and as they become vested, are
convertible, conditioned upon the satisfaction of minimum
allocations to the capital accounts of the LTIP Units for federal
income tax purposes, into Class A Common Units in Welltower OP ("OP
Units"). The resulting OP Units may be exchanged by the reporting
person for Common Shares or the equivalent cash value of Common
Shares, as determined by the Issuer. |
(3) |
This option to purchase
7,685 Common Shares of the Issuer was previously granted to the
reporting person and provided for time-based vesting. On January 3,
2023, the Issuer canceled the unvested portion of the option upon
surrender to the Issuer by the reporting person (the "Canceled
Option"). |
(4) |
In exchange for each
Canceled Option, the reporting person received a replacement award
of membership interests in Welltower OP designated as Option Units
("Option Units"), which Option Units are intended to qualify as
profits interests for US federal income tax purposes. The vesting
schedule for Option Units is the same as the vesting schedule for
the applicable corresponding Canceled Option. Upon vesting, the
Option Units are convertible at the reporting person's election
into vested LTIP Units that are convertible into OP Units. The
resulting OP Units may be exchanged by the reporting person for
Common Shares or the equivalent cash value of Common Shares, as
determined by the Issuer. |
(5) |
Soley in order to reserve
Common Shares to satisfy any exchange in respect of OP Units as
contemplated herein that might occur in the future, the reporting
person also received an award of Other Stock Units under the
Welltower Inc. 2022 Long-Term Incentive Plan (the "2022 Plan"). The
award of the Other Stock Units provides the reporting person with
the ability to acquire Common Shares under the 2022 Plan only
through the exchange of OP Units for those shares and in no other
manner. Upon the exchange of OP Units for Common Shares, the
reporting person will relinquish all rights to the exchanged OP
Units. Any Other Stock Units that may be remaining after all OP
Units have been exchanged will be immediately canceled for no
consideration. |
Reporting
Owners
|
Reporting Owner Name / Address |
Relationships
|
Director |
10% Owner |
Officer |
Other |
Mcqueen Matthew Grant
4500 DORR STREET
TOLEDO, OH 43615 |
|
|
EVP, Gen.Counsel & Secretary |
|
Signatures
|
By: Matthew McQueen |
|
1/5/2023 |
**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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