8-KOther Events

WELLTOWER INC. 8-K Report, Corporate Update (Dec 6, 2004)

Filed December 6, 2004For Securities:WELL

Summary

This 8-K filing from Welltower Inc. (then known as Health Care REIT, Inc.) on December 6, 2004, primarily concerns updates to the company's insider trading policy and the implementation of trading plans by key executives under SEC Rule 10b5-1. The company's Board of Directors had previously modified its insider trading policy to permit such pre-arranged trading plans, which are designed to provide an affirmative defense against insider trading allegations by establishing trades when the executive is not in possession of material non-public information. Specifically, the filing details a new Rule 10b5-1 trading plan entered into by Raymond W. Braun, President and Chief Financial Officer. This plan allows Mr. Braun to exercise stock options and sell up to 63,156 shares of the company's common stock between January 2005 and July 2005, with a monthly allocation of 10,526 shares. Any unsold shares can be sold through November 1, 2005. Investors should note that actual transactions under this plan will be reported separately on Form 4 filings.

Key Highlights

  • 1Company (then Health Care REIT, Inc.) filed an 8-K on December 6, 2004.
  • 2Filing addresses updates to the company's insider trading policy.
  • 3Executive trading plans under SEC Rule 10b5-1 are permitted.
  • 4Raymond W. Braun, President and CFO, entered a new 10b5-1 trading plan.
  • 5Mr. Braun's plan allows for the exercise of options and sale of up to 63,156 shares.
  • 6The trading window for Mr. Braun's plan is from January 2005 to July 2005, with subsequent sales possible until November 1, 2005.
  • 7Actual share sales under the plan will be reported on Form 4 filings.

Frequently Asked Questions

The primary purpose of this 8-K filing is to inform investors about the adoption and implementation of insider trading plans by key executives under SEC Rule 10b5-1, following a modification to the company's insider trading policy.

Raymond W. Braun, the President and Chief Financial Officer, has entered into a new Rule 10b5-1 trading plan. This plan authorizes him to exercise stock options and sell up to 63,156 shares of the company's common stock over a specified period in 2005.

Actual sales of shares made under Mr. Braun's trading plan will be reported by him on separate filings with the SEC, specifically on Form 4, in accordance with regulatory requirements.

SEC Rule 10b5-1 provides an affirmative defense against insider trading allegations. It allows company insiders to set up pre-arranged trading plans for buying or selling company securities at a time when they do not possess material non-public information, thus facilitating orderly trading without legal concerns.