SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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^*

Chaudhri Nikhil

(Last)

(First)

(Middle)

4500 DORR STREET

(Street)

TOLEDO

43615

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/22/2024

3. Issuer Name and Ticker or Trading Symbol
WELLTOWER INC. [ WELL ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP - Chief Investment Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
LTIP Units	⁽¹⁾	⁽¹⁾	Common	1,248	⁽¹⁾	D
LTIP Units	⁽²⁾	⁽²⁾	Common	1,341	⁽²⁾	D
LTIP Units	⁽³⁾	⁽³⁾	Common	2,078	⁽³⁾	D
LTIP Units	⁽⁴⁾	⁽⁴⁾	Common	3,940	⁽⁴⁾	D
LTIP Units	⁽⁵⁾	⁽⁵⁾	Common	3,355	⁽⁵⁾	D
OP Units	⁽⁶⁾	⁽⁶⁾	Common	9,227	⁽⁶⁾	D
Employee Stock Option (right to buy)	⁽⁷⁾	02/16/2031	Common	5,550	$67.17	D
Option Units	⁽⁸⁾	02/16/2031	Common	16,650	$67.17	D
Other Stock Units	⁽⁸⁾	⁽⁹⁾	Common	37,839	$37,839⁽⁹⁾	D

Explanation of Responses:

1. Represents an award, granted without cash consideration, of membership interests in Welltower OP LLC ("Welltower OP"), a subsidiary of Welltower Inc. (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 LTIP Units are fully vested. The LTIP Units 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 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.

2. Represents an award of LTIP Units 75% of the LTIP Units are vested and the remaining 25% are scheduled to vest on January 15, 2025, subject to the reporting person's continued employment through the vesting date. The LTIP Units are convertible, conditioned upon the satisfaction of minimum allocations to the capital accounts of the LTIP Units for federal income tax purposes, into OP Units. The resulting OP Units may be exchanged by the reporting person for Common Shares of the Issuer or the equivalent cash value of Common Shares, as determined by the Issuer.

3. Represents an award of LTIP Units. 50% of the LTIP Units are vested and the remaining 50% are scheduled to vest in equal installments on January 15, 2025 and January 15, 2026, subject to the reporting person's continued employment through each applicable vesting date. The LTIP Units are convertible, conditioned upon the satisfaction of minimum allocations to the capital accounts of the LTIP Units for federal income tax purposes, into OP Units. The resulting OP Units may be exchanged by the reporting person for Common Shares of the Issuer or the equivalent cash value of Common Shares, as determined by the Issuer.

4. Represents an award of LTIP Units. 25% of the LTIP Units are vested and the remaining 75% are scheduled to vest in equal installments on January 15, 2025, January 15, 2026 and January 15, 2027, subject to the reporting person's continued employment through each applicable vesting date. The LTIP Units are convertible, conditioned upon the satisfaction of minimum allocations to the capital accounts of the LTIP Units for federal income tax purposes, into OP Units. The resulting OP Units may be exchanged by the reporting person for Common Shares of the Issuer or the equivalent cash value of Common Shares, as determined by the Issuer.

5. Represents an award of LTIP Units. The LTIP Units are scheduled to vest in four equal installments on January 15, 2025, January 15, 2026, January 15, 2027 and January 15, 2028. The LTIP Units are convertible. conditioned upon the satisfaction of minimum allocations to the capital accounts of the LTIP Units for federal income tax purposes, into OP Units. The resulting OP Units may be exchanged by the reporting person for Common Shares of the Issuer or the equivalent cash value of Common Shares, as determined by the Issuer.

6. Represents OP Units, which may be exchanged by the reporting person for Common Shares of the Issuer or the equivalent cash value of Common Shares, as determined by the Issuer.

7. These options were granted without cash consideration on February 16, 2021 under the Welltower Inc. 2016 Long-Term Incentive Plan. 75% of the options are vested and the remaining 25% are scheduled to vest on January 15, 2025, subject to the reporting person's continued employment through the vesting date.

8. Represents an award of option units ("Option Units"), which Option Units are intended to qualify as profits interests for US federal income tax purposes. Two-thirds of the Option Units are vested, and the remaining one-third are scheduled to vest on January 15, 2025, subject to the reporting person's continued employment through the vesting date. Vested Option Units are then 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.

9. 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.

	By: Matthew McQueen, Attorney-in-Fact For: Nikhil Chaudhri	08/22/2024
	** 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 5 (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).
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