Sec Form 4 Filing - Brinker Scott M @ WELLTOWER INC. - 2016-08-04

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Brinker Scott M 2. Issuer Name and Ticker or Trading Symbol WELLTOWER INC. [ HCN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) EVP - Chief Investment Officer (Last) (First) (Middle) 4500 DORR STREET 3. Date of Earliest Transaction (MM/DD/YY) 08/04/2016 (Street) TOLEDO, OH43615 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 08/04/2016 M 2,251 A $ 43.29 111,756 D Common Stock 08/04/2016 M 2,870 A $ 49.17 114,626 D Common Stock 08/04/2016 S 5,121 D $ 77.2906 109,505 D Common Stock 08/08/2016 M 13,303 A $ 57.33 122,808 D Common Stock 08/08/2016 S 13,303 D $ 76.3723 109,505 D Common Stock 13 I Custodian for Son ( 1 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Option (Right to Buy) $ 43.29 08/04/2016 M 2,251 01/15/2011( 2 ) 01/28/2020 Common 2,251 ( 2 ) $ 0 ( 3 ) 1,745 D Option (Right to Buy) $ 49.17 08/04/2016 M 2,870 01/15/2012( 4 ) 01/27/2021 Common 2,870 ( 4 ) $ 0 ( 3 ) 2,338 D Option (Right to Buy) $ 57.33 08/08/2016 M 13,303 01/15/2013( 5 ) 01/26/2022 Common 13,303 ( 5 ) $ 0 ( 3 ) 4,699 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Brinker Scott M 4500 DORR STREET TOLEDO, OH43615 EVP - Chief Investment Officer Signatures By: Matthew McQueenAttorney-in-FactFor: Scott M. Brinker 08/08/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Scott M. Brinker Custodian, FBO Sevien G. Brinker, UTMA OH Until Age 21. ( 2 )Options for the purchase of 3,996 shares of common stock at $43.29 per share were granted to Mr. Brinker on January 28, 2010, which grant has previously been reported. Options for the purchase of 800 shares vested on January 15, 2011 and options for the purchase of 799 shares vested on January 15 of each of 2012, 2013, 2014 and 2015. ( 3 )The options were granted under the Welltower Inc. 2005 Long-Term Incentive Plan and had no acquisition price. ( 4 )Options for the purchase of 5,208 shares of common stock at $49.17 per share were granted to Mr. Brinker on January 27, 2011, which grant has previously been reported. Options for the purchase of 1,042 shares vested on January 15 of each of 2012, 2013 and 2014 and options for the purchase of 1,041 shares vested on January 15 of each of 2015 and 2016. ( 5 )Options for the purchase of 18,002 shares of common stock at $57.33 per share were granted to Mr. Brinker on January 26, 2012. Options for the purchase of 3,601 shares vested on January 15 of each of 2013 and 2014, options for the purchase of 3,600 shares vested on January 15 of each of 2015 and 2016, and options for the purchase of 3,600 shares will vest on January 15, 2017.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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