4//SEC Filing
Burkart John F. 4
Accession 0001209191-23-013200
CIK 0000766704other
Filed
Feb 26, 7:00 PM ET
Accepted
Feb 27, 4:43 PM ET
Size
12.3 KB
Accession
0001209191-23-013200
Insider Transaction Report
Form 4
WELLTOWER INC.WELL
Burkart John F.
Vice Chairman and COO
Transactions
- Award
LTIP Units
2023-02-23+5,909→ 5,909 total→ Common (5,909 underlying) - Award
Option Units
2023-02-23+21,898→ 21,898 totalExercise: $76.17→ Common (21,898 underlying) - Award
Other Stock Units
2023-02-23+27,807→ 27,807 total→ Common (27,807 underlying)
Footnotes (3)
- [F1]Represents an award, granted without cash consideration, of membership interests in Welltower OP LLC ("Welltower OP"), a subsidiary of Welltower Inc. (the "Issuer"), designated as LTIP Units ("LTIP Units"), which LTIP Units are intended to qualify as profits interests for US federal income tax purposes. 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 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 Share") of the Issuer or the equivalent cash value of Common Shares, as determined by the Issuer.
- [F2]Represents an award, granted without cash consideration, of membership interests in Welltower OP designated as Option Units ("Option Units"), which Option Units are intended to qualify as profits interests for US federal income tax purposes. The Option Units are scheduled to vest in four equal installments on January 15, 2024, January 15, 2025, January 15, 2026 and January 15, 2027, subject to the reporting person's continued employment on each applicable vesting date. Upon vesting, the Option Units are convertible at the reporting person's election into a number of vested LTIP Units equal to the intrinsic value of the vested Options Units, which LTIP Units that are then convertible 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.
- [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.
Documents
Issuer
WELLTOWER INC.
CIK 0000766704
Entity typeother
Related Parties
1- filerCIK 0001492460
Filing Metadata
- Form type
- 4
- Filed
- Feb 26, 7:00 PM ET
- Accepted
- Feb 27, 4:43 PM ET
- Size
- 12.3 KB