0001209191-23-013200.txt : 20230227 0001209191-23-013200.hdr.sgml : 20230227 20230227164342 ACCESSION NUMBER: 0001209191-23-013200 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230223 FILED AS OF DATE: 20230227 DATE AS OF CHANGE: 20230227 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Burkart John F. CENTRAL INDEX KEY: 0001492460 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-08923 FILM NUMBER: 23675812 MAIL ADDRESS: STREET 1: C/O ESSEX PROPERTY TRUST INC. STREET 2: 1100 PARK PLACE, SUITE 200 CITY: SAN MATEO STATE: CA ZIP: 94403 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 2023-02-23 0 0000766704 WELLTOWER INC. WELL 0001492460 Burkart John F. 4500 DORR STREET TOLEDO OH 43615 0 1 0 0 EVP-Chief Operating Officer LTIP Units 2023-02-23 5 A 0 E 5909 A Common 5909 5909 D Option Units 76.17 2023-02-23 5 A 0 E 21898 A Common 21898 21898 D Other Stock Units 2023-02-23 5 A 0 E 27807 A Common 27807 27807 D 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 scheduled to vest in four equal installments on Jan. 15, 2024, Jan. 15, 2025, Jan. 15, 2026 and Jan. 15, 2027, subject to the reporting person's continued employment on each applicable vesting date. 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 shares of common stock, par value $1.00 per share ("Common Share") of the Issuer or the equivalent cash value of Common Shares, as determined by the Issuer. Represents an award, granted without cash consideration, 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 Option Units are scheduled to vest in four equal installments on January 15, 2024, January 15, 2025, January 15, 2026 and January 15, 2027, subject to the reporting person's continued employment on each applicable vesting date. Upon vesting, the Option Units are convertible at the reporting person's election into a number of vested LTIP Units equal to the intrinsic value of the vested Options Units, which LTIP Units that are then 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. 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, Attorney-in-Fact For: John F. Burkart 2023-02-27