SEC Form 4

FORM 4		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 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
 Â	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Mcqueen Matthew Grant (Last) (First) (Middle) 4500 DORR STREET (Street) TOLEDO OH 43615 (City) (State) (Zip)	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, Gen.Counsel & Secretary
	3. Date of Earliest Transaction (Month/Day/Year) 02/12/2021
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	02/12/2021		M		7,908	A	$0.00	28,882	D
Common Stock	02/12/2021		F		2,519(1)	D	$67.51	26,363	D
Common Stock	02/12/2021		A		2,234(2)	A	$0.00(2)	28,597	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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	$0.00(3)	02/12/2021		M			7,908	02/12/2021(3)	02/12/2021(3)	Common Stock	7,908(4)	$0.00	0(3)	D
Employee Stock Option (right to buy)	$67.17	02/16/2021		A		10,246		(5)	02/15/2031	Common Stock	10,246	$0.00	10,246	D

Explanation of Responses:

1. Shares withheld upon vesting to satisfy tax withholding obligation.

2. These shares represent restricted stock units that were granted without cash consideration on February 16, 2021 under the Welltower Inc. 2016 Long-Term Incentive Plan and 2021-2023 Long-Term Incentive Program. Each restricted stock unit will be settled in common stock upon vesting in four equal installments on January 15, 2022, January 15, 2023, January 15, 2024 and January 15, 2025.

3. These deferred stock units were granted without cash consideration on February 15, 2018, 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. The deferred stock units vested on February 12, 2021.

4. The reported transaction was a vesting of 7,908 deferred stock units on February 12, 2021, resulting in the issuance of 7,908 shares of common stock. No amount was payable in connection with the vesting or the common stock issuance.

5. The options vests in four equal installments beginning on January 15, 2022.

Remarks:

	By: Matthew McQueen	02/17/2021
	** Signature of Reporting Person	Date
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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