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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OMB Number: 3235-0287
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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 *

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 Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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
Director10% OwnerOfficerOther
Mcqueen Matthew Grant
4500 DORR STREET
TOLEDO, OH 43615

EVP, Gen.Counsel & Secretary
Signatures
By: Matthew McQueen1/5/2023
**Signature of Reporting PersonDate
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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