0001209191-23-001938.txt : 20230105 0001209191-23-001938.hdr.sgml : 20230105 20230105170319 ACCESSION NUMBER: 0001209191-23-001938 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230104 FILED AS OF DATE: 20230105 DATE AS OF CHANGE: 20230105 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SULLIVAN KATHRYN M CENTRAL INDEX KEY: 0001272113 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-08923 FILM NUMBER: 23512329 MAIL ADDRESS: STREET 1: PO BOX 98029 CITY: BATON ROUGE STATE: LA ZIP: 70898-9029 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 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2023-01-04 0 0000766704 WELLTOWER INC. WELL 0001272113 SULLIVAN KATHRYN M 4500 DORR STREET TOLEDO OH 43615 1 0 0 0 LTIP Units 2023-01-04 4 A 0 2050 A Common 2050 2050 D Other Stock Units 2023-01-04 4 A 0 2050 A Common 2050 2050 D Represents 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 were granted in exchange for the cancelation of certain restricted stock units previously granted to the reporting person that provided for time-based vesting (the "Canceled RSUs"). The vesting schedule for each LTIP Unit is the same as the vesting schedule for the corresponding Canceled RSU. Upon vesting, the LTIP Units are convertible at the reporting person's election into vested 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, of the Issuer ("Common Shares") or the equivalent cash value of Common Shares, as determined by the Issuer. 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 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: Kathryn Sullivan 2023-01-05