8-KOther Events

WELLTOWER INC. 8-K Report (Nov 7, 2003)

Filed November 7, 2003For Securities:WELL

Summary

This 8-K filing from WELLTOWER INC. (formerly Health Care REIT, Inc.) provides an update on its insider trading policy and the implementation of Rule 10b5-1 trading plans. The company's Board of Directors had previously modified its policy to allow insiders to sell securities through pre-arranged trading plans, and key executives, including CEO George L. Chapman, had adopted such plans. This filing specifically details a new Rule 10b5-1 plan adopted by Mr. Chapman, effective November 3, 2003. Under this plan, he has authorized the exercise of stock options and the sale of up to 208,519 shares of common stock between November 5, 2003, and December 31, 2004. The monthly sales are expected to range from approximately 4,500 to 25,000 shares, with provisions for carrying over unsold shares. Actual sales will be reported on subsequent Form 4 filings.

Key Highlights

  • 1WELLTOWER INC. (WELL) is providing an update regarding its insider trading policy and the adoption of Rule 10b5-1 trading plans.
  • 2The company's Board of Directors modified its insider trading policy to permit insiders to sell company securities via pre-arranged trading plans.
  • 3CEO George L. Chapman, and other insiders, previously adopted individualized trading plans under SEC Rule 10b5-1.
  • 4Effective November 3, 2003, Mr. Chapman adopted a second Rule 10b5-1 trading plan.
  • 5This new plan allows for the exercise of stock options and the sale of up to 208,519 shares of common stock.
  • 6The trading period for this plan spans from November 5, 2003, to December 31, 2004.
  • 7Monthly sales under Mr. Chapman's plan are anticipated to be between 4,500 and 25,000 shares, excluding any carried-over shares.

Frequently Asked Questions

Rule 10b5-1 of the Securities Exchange Act of 1934 provides an affirmative defense against insider trading allegations. It allows company insiders to pre-arrange the sale of company stock through written trading plans established when they do not possess material non-public information. This filing details the company's adoption of policies and specific plans that comply with this rule.

Mr. Chapman has adopted a new Rule 10b5-1 trading plan, effective November 3, 2003. This plan authorizes his broker to exercise stock options and sell up to 208,519 shares of the company's common stock. The sales are scheduled to occur between November 5, 2003, and December 31, 2004.

The plan allows for the sale of approximately 4,500 to 25,000 shares per month. This range does not include any shares that might be carried over from previous months if the full monthly allocation was not sold.

Actual sales of shares made under these Rule 10b5-1 plans, including Mr. Chapman's, will be reported by the individuals involved on subsequent SEC Form 4 filings, in accordance with SEC regulations.