Sec Form 4 Filing - ESTES SCOTT A @ WELLTOWER INC. - 2017-03-01

Insider filing report for Changes in Beneficial Ownership

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The following is an SEC EDGAR document rendered as filed.

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 *
ESTES SCOTT A
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 and CFO
(Last)
(First)
(Middle)
4500 DORR STREET
3. Date of Earliest Transaction (MM/DD/YY)
03/01/2017
(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 03/01/2017 M 3,192 A $ 37 122,511 D
Common Stock 03/01/2017 M 23,776 A $ 43.29 146,287 D
Common Stock 03/01/2017 S 26,968 D $ 69.572 ( 1 ) 119,319 D
Common Stock 03/01/2017 G V 1,712 D $ 0 ( 2 ) 117,607 D
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
Options (Right to Buy) $ 37 03/01/2017 M 3,192 01/15/2014( 3 ) 01/29/2019 Common 3,192 ( 3 ) $ 0 ( 4 ) 0 D
Options (Right to Buy) $ 43.29 03/01/2017 M 23,776 01/15/2011( 5 ) 01/28/2020 Common 23,776 ( 5 ) $ 0 ( 4 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
ESTES SCOTT A
4500 DORR STREET
TOLEDO, OH43615
EVP and CFO
Signatures
By: Matthew McQueenAttorney-in-FactFor: Scott A. Estes 03/03/2017
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )This transaction was executed in multiple trades at prices ranging from $69.53 to $69.695. The price reported above reflects the weighted average sale price. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
( 2 )The securities were gifted and had no disposition or acquisition price.
( 3 )Options for the purchase of 33,813 shares of common stock at $37.00 per share were granted to Mr. Estes on January 29, 2009, which grant has previously been reported. The partial exercise of these options for the purchase of 30,621 shares has previously been reported. Of the remaining options, options for the purchase of 3,192 shares vested on January 15, 2014.
( 4 )The options were granted under the Welltower Inc. 2005 Long-Term Incentive Plan and had no acquisition price.
( 5 )Options for the purchase of 23,776 shares of common stock at $43.29 per share were granted to Mr. Estes on January 28, 2010, which grant has previously been reported. Options for the purchase of 4,756 shares vested on January 15, 2011 and options for the purchase of 4,755 vested on January 15 of each of 2012, 2013, 2014 and 2015.

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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