8-KOther Events

WELLTOWER INC. 8-K Report, Corporate Update (Mar 16, 2007)

Filed March 16, 2007For Securities:WELL

Summary

This Form 8-K filing by Health Care REIT, Inc. (now Welltower Inc.) on March 15, 2007, primarily reports on the adoption and utilization of insider trading plans compliant with SEC Rule 10b5-1. The company's Board of Directors had previously modified its insider trading policy in 2003 to permit such pre-arranged trading plans. The key event reported is that on March 12, 2007, Raymond W. Braun, President of the Company, entered into a new Rule 10b5-1 trading plan. This plan authorizes the sale of a specified number of the Company's common stock shares and the exercise and sale of stock options over a defined period. This is a routine disclosure for investors to understand insider trading activity in a compliant manner, mitigating concerns about potential insider trading.

Key Highlights

  • 1Health Care REIT, Inc. (now Welltower Inc.) filed an 8-K on March 15, 2007.
  • 2The filing relates to the company's insider trading policy and Rule 10b5-1 trading plans.
  • 3The company's Board of Directors previously approved modifications to its insider trading policy on January 28, 2003, to allow pre-arranged trading plans.
  • 4Raymond W. Braun, President, entered into a new Rule 10b5-1 trading plan on March 12, 2007.
  • 5Mr. Braun's plan allows for the sale of up to 10,000 shares of common stock.
  • 6The plan also permits the exercise and sale of up to 35,420 shares of common stock via stock options.
  • 7The trading window for this plan is between March 15, 2007, and January 31, 2008.

Frequently Asked Questions

The primary purpose of this 8-K filing is to disclose that Raymond W. Braun, the President of Health Care REIT, Inc. (now Welltower Inc.), has entered into a new pre-arranged trading plan compliant with SEC Rule 10b5-1. This plan allows him to sell company stock and exercise stock options during a specific period.

Rule 10b5-1 of the Securities Exchange Act of 1934 provides an affirmative defense to insider trading allegations. It allows corporate insiders to sell company securities through pre-arranged trading plans established when they were not in possession of material non-public information. This filing indicates that Mr. Braun's trading activities are being conducted under such a compliant plan.

Under the new plan, Mr. Braun is authorized to sell up to 10,000 shares of the Company's common stock and to exercise options and sell up to 35,420 shares of common stock. The actual monthly sales are expected to range from 5,000 to 5,053 shares, excluding any carryover from previous months.

The trading plan is effective from March 15, 2007, and extends through January 31, 2008.