8-KOther Events

WELLTOWER INC. 8-K Report, Corporate Update (Oct 21, 2005)

Filed October 21, 2005For Securities:WELL

Summary

This 8-K filing by Health Care REIT, Inc. (now Welltower Inc.) on October 21, 2005, primarily concerns the adoption and implementation of insider trading plans compliant with SEC Rule 10b5-1. The company's Board of Directors had previously modified its insider trading policy in January 2003 to permit such pre-arranged trading plans. The key event detailed is the establishment of a new Rule 10b5-1 trading plan by Mr. Chapman. This plan authorizes his broker to exercise stock options and sell up to 67,879 shares of the Company's common stock between October 21, 2005, and June 30, 2006. The monthly volume of shares to be transacted under this plan is between 12,000 and 20,879, with provisions for unsold shares to be carried over. Actual sales under this plan will be reported on Form 4 filings.

Key Highlights

  • 1Health Care REIT, Inc. (now Welltower Inc.) is clarifying its insider trading policies.
  • 2The company's Board of Directors previously allowed insiders to use pre-arranged trading plans (Rule 10b5-1) since January 28, 2003.
  • 3Mr. Chapman entered into a new Rule 10b5-1 trading plan on October 20, 2005.
  • 4The plan allows for the exercise of stock options and sale of up to 67,879 shares of common stock.
  • 5The trading period for this plan extends from October 21, 2005, to June 30, 2006.
  • 6Monthly sales under the plan are expected to range from 12,000 to 20,879 shares.
  • 7Details of actual sales will be reported via Form 4 filings.

Frequently Asked Questions

The main purpose of this 8-K filing is to inform investors about the establishment of a new Rule 10b5-1 trading plan by Mr. Chapman, an insider of Health Care REIT, Inc. (now Welltower Inc.). This plan allows for the structured exercise of stock options and sale of company shares under specific conditions.

Rule 10b5-1 of the Securities Exchange Act of 1934 provides an affirmative defense against insider trading allegations. It allows company insiders to sell securities through pre-established written trading plans, provided these plans are adopted when the insider is not in possession of material non-public information.

Mr. Chapman's new Rule 10b5-1 plan permits the exercise of options and sale of up to a total of 67,879 shares of the Company's common stock between October 21, 2005, and June 30, 2006.

Yes, actual sales made under Mr. Chapman's Rule 10b5-1 plan will be reported by Mr. Chapman on Form 4 filings with the SEC, in accordance with regulatory requirements.