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