Form 4 for WELL Welltower
Accepted 2023-03-10 00:00:00 ET · period of report 2023-03-08 · accession 0001209191-23-017832 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| D | 2023-03-10 | 2023-03-08 | WELL | SULLIVAN KATHRYN M | Dir | A - Grant | $74.72 | +0.53 | 6,599 | +0.0% | +$39.60 |
| DM | 2023-03-10 | 2023-03-08 | WELL | SULLIVAN KATHRYN M | Dir | A - Grant | — | +108 | 54 | New | — |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Common Stock | 2023-03-08 | A | A | 0.53 | $74.72 | 6,598.59 | D | — | — | (F1) These shares represent dividend equivalent rights accrued on the reporting person's deferred stock units, which may only be settled in common stock. |
| 2 | Derivative | Other Stock Units | 2023-03-08 | A | A | 54 | — | 54 | D | — · — to — | 54 Common | (F3) 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. |
| 3 | Derivative | LTIP Units | 2023-03-08 | A | A | 54 | — | 54 | D | — · — to — | 54 Common | (F2) These membership interests in Welltower OP LLC ("Welltower OP"), a subsidiary of Welltower Inc. (the "Issuer"), are designated as LTIP Units ("LTIP Units") and intended to qualify as profits interests for US federal income tax purposes and were issued in lieu of dividend equivalent rights accrued on deferred stock units held by the reporting person. LTIP Units 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 Shares") of the Issuer or the equivalent cash value of Common Shares, as determined by the Issuer. The conversion of LTIP Units into OP Units and OP Units into Common Shares, in each case, will occur on a one-for-one basis. |