Home/Filings/4/0001209191-24-000453
4//SEC Filing

SULLIVAN KATHRYN M 4

Accession 0001209191-24-000453

CIK 0000766704other

Filed

Jan 2, 7:00 PM ET

Accepted

Jan 3, 5:03 PM ET

Size

9.0 KB

Accession

0001209191-24-000453

Insider Transaction Report

Form 4
Period: 2023-12-29
Transactions
  • Award

    LTIP Units

    2023-12-29+1111 total
    Common (11 underlying)
  • Award

    Other Stock Unit

    2023-12-29+1111 total
    Common (11 underlying)
Footnotes (2)
  • [F1]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. The 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.
  • [F2]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.

Issuer

WELLTOWER INC.

CIK 0000766704

Entity typeother

Related Parties

1
  • filerCIK 0001272113

Filing Metadata

Form type
4
Filed
Jan 2, 7:00 PM ET
Accepted
Jan 3, 5:03 PM ET
Size
9.0 KB