0001209191-16-140560.txt : 20160908 0001209191-16-140560.hdr.sgml : 20160908 20160908161656 ACCESSION NUMBER: 0001209191-16-140560 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20160907 FILED AS OF DATE: 20160908 DATE AS OF CHANGE: 20160908 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: WELLTOWER INC. CENTRAL INDEX KEY: 0000766704 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Miller Jeffrey H CENTRAL INDEX KEY: 0001292027 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-08923 FILM NUMBER: 161876380 MAIL ADDRESS: STREET 1: C/O HEALTH CARE REIT, INC. STREET 2: ONE SEAGATE, SUITE 1500 CITY: TOLEDO STATE: OH ZIP: 43604 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2016-09-07 0 0000766704 WELLTOWER INC. HCN 0001292027 Miller Jeffrey H 4500 DORR STREET TOLEDO OH 43615 0 1 0 0 EVP-COO Common Stock 2016-09-07 4 M 0 3994 49.17 A 136095 D Common Stock 2016-09-07 4 M 0 19283 57.33 A 155378 D Common Stock 2016-09-07 4 S 0 24777 78.00 D 130601 D Option (Right to Buy) 49.17 2016-09-07 4 M 0 3994 0.00 D 2016-01-15 2021-01-27 Common 3994 0 D Option (Right to Buy) 57.33 2016-09-07 4 M 0 19283 0.00 D 2013-01-15 2022-01-26 Common 24103 4820 D The shares covered by this Form 4 have been sold pursuant ot a Rule 10b5-1 Sales Plan dated August 30, 2016. Options for the purchase of 19,971 shares of common stock at $49.17 per share were granted to Mr. Miller on January 27, 2011, which grant has previously been reported. The partial exercise of these options for the purchase of 15,977 shares has previously been reported. Of the remaining options, options for the purchase of 3,994 shares vested on January 15, 2016. The options were granted under the Amended and Restated Health Care REIT, Inc. 2005 Long-Term Incentive Plan and had no acquisition price. Options for the purchase of 24,103 shares of common stock at $57.33 per share were granted to Mr. Miller on January 26, 2012, which grant has previously been reported. Options for the purchase of 4,821 shares vested on January 15 of each of 2013, 2014 and 2015, options for the purchase of 4,820 shares vested on January 15, 2016 and options for the purchase of 4,820 shares will vest on January 15, 2017. By: Matthew McQueen Attorney-in-Fact For: Jeffrey H. Miller 2016-09-08 EX-24.4_674551 2 poa.txt POA DOCUMENT POWER OF ATTORNEY FOR SECTION 16 FILINGS The undersigned does hereby make, constitute and appoint Thomas J. DeRosa and Matthew McQueen, and each of them acting individually, his true and lawful attorneys for the purposes hereinafter set forth. References in this Power of Attorney to "attorney-in-fact" are to each of the persons named above and to the person or persons substituted hereunder pursuant to the power of substitution granted herein. The undersigned hereby grants to the attorney-in-fact, for the undersigned and in his name, place and stead the power to: (1) prepare and submit to the U.S. Securities and Exchange Commission (the "SEC") a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes, passwords, and passphrases enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934 or any rule or regulation of the SEC; (2) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of Welltower Inc. (the "Company"), Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder; (3) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and file such form with the SEC and any stock exchange or similar authority; and (4) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 19th day of August, 2016. By: /s/ Jeffrey H. Miller Name: Jeffrey H. Miller