0000950170-24-016015.txt : 20240215
0000950170-24-016015.hdr.sgml : 20240215
20240215171947
ACCESSION NUMBER: 0000950170-24-016015
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20240213
FILED AS OF DATE: 20240215
DATE AS OF CHANGE: 20240215
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Mcqueen Matthew Grant
CENTRAL INDEX KEY: 0001698645
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-08923
FILM NUMBER: 24644873
MAIL ADDRESS:
STREET 1: 4500 DORR STREET
CITY: TOLEDO
STATE: OH
ZIP: 43615
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: WELLTOWER INC.
CENTRAL INDEX KEY: 0000766704
STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798]
ORGANIZATION NAME: 05 Real Estate & Construction
IRS NUMBER: 341096634
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 4500 DORR STREET
CITY: TOLEDO
STATE: OH
ZIP: 43615
BUSINESS PHONE: 419-247-2800
MAIL ADDRESS:
STREET 1: 4500 DORR STREET
CITY: TOLEDO
STATE: OH
ZIP: 43615
FORMER COMPANY:
FORMER CONFORMED NAME: HEALTH CARE REIT INC /DE/
DATE OF NAME CHANGE: 19920703
4
1
ownership.xml
4
X0508
4
2024-02-13
0000766704
WELLTOWER INC.
WELL
0001698645
Mcqueen Matthew Grant
4500 DORR STREET
TOLEDO
OH
43615
false
true
false
false
EVP, Gen.Counsel & Secretary
false
Common Stock
2024-02-15
4
G
false
304
0
D
27653
D
LTIP Units
2024-02-13
4
A
false
16419
A
Common
16419
16419
D
Other Stock Units
2024-02-13
4
A
false
16419
A
Common
16419
16419
D
These membership interests in Welltower OP LLC ("Welltower OP") designated as LTIP Units ("LTIP Units") were originally granted without cash consideration to the reporting person on February 16, 2021 in the form of performance-based restricted stock units ("PSUs") of Welltower Inc. (the "Issuer"). On January 3, 2023, at the election of the reporting person, the PSUs were converted into LTIP Units. LTIP Units are intended to qualify as profits interests for US federal income tax purposes and, once both (1) vested and (2) possessing a per unit capital account balance equal to a Class A Common Unit of Welltower OP ("OP Unit"), are convertible into OP Units, which OP Units may be exchanged by the reporting person for shares of common stock, par value $1.00 per share ("Common Shares") of the Issuer or the equivalent cash value of Common Shares, as determined by the Issuer.
The reported transaction was (i) vesting of 16,419 LTIP Units on February 13, 2024, which were converted into the same number of OP Units since the per unit capital account balance of each LTIP Unit was already equal to that of an OP Unit and (ii) vesting of an equal amount of Other Stock Units previously granted in tandem with the LTIP Units intended solely to satisfy any future exchange in respect of OP Units into which the LTIP Units converted (as described further in footnote 4 hereto). No amount was payable in connection with the vesting of the LTIP Units or the Other Stock Units or the conversion of the LTIP Units into OP Units.
Solely 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 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.
By: Matthew McQueen
2024-02-15