0001209191-23-013257.txt : 20230227 0001209191-23-013257.hdr.sgml : 20230227 20230227170419 ACCESSION NUMBER: 0001209191-23-013257 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: McHugh Timothy CENTRAL INDEX KEY: 0001786887 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-08923 FILM NUMBER: 23676366 MAIL ADDRESS: STREET 1: 4500 DORR STREET CITY: TOLEDO STATE: OH ZIP: 43515 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 0001786887 McHugh Timothy 4500 DORR STREET 4500 DORR STREET OH 43615 0 1 0 0 EVP - Chief Financial Officer LTIP Units 2023-02-23 5 A 0 E 26000 A Common 26000 26000 D LTIP Units 2023-02-23 5 A 0 E 13787 A Common 13787 13787 D Other Stock Units 2023-02-23 5 A 0 E 39787 A Common 39787 39787 D These membership interests in Welltower OP LLC ("Welltower OP") designated as LTIP Units ("LTIP Units") were originally granted without cash consideration to the reporting person on February 23, 2023 in the form of performance-based restricted stock units ("PSUs") of Welltower Inc. (the "Issuer"). On January 3, 2023, at the election of the reporting person, the PSUs were converted into LTIP Units. LTIP Units are intended to qualify as profits interests for US federal income tax purposes and, once both (1) vested and (2) possessing a per unit capital account balance equal to a Class A Common Unit of Welltower OP ("OP Unit"), are convertible into OP Units, which 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. The reported transaction was (i) vesting of 26,000 LTIP Units on February 23, 2023, which were converted into the same number of OP Units since the per unit capital account balance of each LTIP Unit was already equal to that of an OP Unit and (ii) vesting of an equal amount of Other Stock Units previously granted in tandem with the LTIP Units intended solely to satisfy any future exchange in respect of OP Units into which the LTIP Units converted (as described further in footnote 4 hereto). No amount was payable in connection with the vesting of the LTIP Units or the Other Stock Units or the conversion of the LTIP Units into OP Units. Represents an award, granted without cash consideration, of LTIP Units. 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 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: Timothy G. McHugh 2023-02-27