Sec Form 4 Filing - Kerr Mercedes @ WELLTOWER INC. - 2019-02-07

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 Kerr Mercedes 2. Issuer Name and Ticker or Trading Symbol WELLTOWER INC. [ WELL] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) EVP-Business Development (Last) (First) (Middle) 4500 DORR STREET 3. Date of Earliest Transaction (MM/DD/YY) 02/07/2019 (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 02/07/2019 M 12,088 A $ 0 45,241 D Common Stock 02/07/2019 F 5,047 ( 1 ) D $ 77.05 40,194 D Commom Stock 02/07/2019 M 8,507 A $ 0 48,701 D Common Stock 02/07/2019 F 4,218 ( 1 ) D $ 77.05 44,483 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 Deferred Stock Units $ 0 ( 2 ) 02/07/2019 M 12,088 02/07/2019( 2 ) 02/07/2019( 2 ) Common 12,088 ( 3 ) $ 0 24,173 ( 2 ) D Deferred Stock Units $ 0 ( 4 ) 02/07/2019 M 8,507 02/07/2019( 4 ) 02/07/2019( 4 ) Common 8,507 ( 5 ) $ 0 8,505 ( 4 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Kerr Mercedes 4500 DORR STREET TOLEDO, OH43615 EVP-Business Development Signatures By: Matthew McQueenAttorney-in-FactFor: Mercedes T. Kerr 02/11/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares withheld upon vesting to satisfy tax withholding obligation. ( 2 )These deferred stock units were granted without cash consideration on February 24, 2017, under the Amended and Restated Welltower Inc. 2005 Long-Term Incentive Plan and the 2016-2018 Long-Term Incentive Program. Each deferred stock unit represents a right to receive one share of common stock of Welltower Inc. at the time of vesting of the unit. These deferred stock units vest in three installments with 12,088 units having vested on February 7, 2019, 12,088 units vesting on December 31, 2019 and 12,085 units vesting on December 31, 2020. ( 3 )The reported transaction was a vesting of 12,088 deferred stock units on February 7, 2019, resulting in the issuance of 12,088 shares of common stock. No amount was payable in connection with the vesting or the common stock issuance. ( 4 )These deferred stock units were granted without cash consideration on August 1, 2017, under the Welltower Inc. 2016 Long-Term Incentive Plan. Each deferred stock unit represents a right to receive one share of common stock of Welltower Inc. at the time of vesting of the unit. These deferred stock units vest in two installments with 8,507 units having vested on February 7, 2019 and 8,505 units vesting on December 31, 2019. ( 5 )The reported transaction was a vesting of 8,507 deferred stock units on February 7, 2019, resulting in the issuance of 8,507 shares of common stock. No amount was payable in connection with the vesting or the common stock issuance.

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).

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