8-KOther Events

WELLTOWER INC. 8-K Report, Corporate Update (Dec 19, 2014)

Filed December 19, 2014For Securities:WELL

Summary

This Form 8-K filing by Health Care REIT, Inc. (now known as Welltower Inc.) on December 19, 2014, primarily reports on the adoption and implementation of an insider trading policy and a specific trading plan established by one of its executives. The company has a policy allowing insiders to sell company securities through pre-arranged trading plans, which are designed to comply with SEC Rule 10b5-1, providing an affirmative defense against insider trading allegations. These plans allow for the systematic sale of shares at times when the insider is not in possession of material non-public information. Specifically, the filing details a Rule 10b5-1 trading plan entered into by Charles J. Herman, Jr., Executive Vice President and President of Seniors Housing and Post Acute. This plan outlines the intention to sell up to 12,000 shares of common stock and exercise options to sell up to 20,372 shares between January 12, 2015, and December 31, 2015. The plan allows for monthly sales of 1,000 shares, with potential carry-over, and the exercise and sale of options commencing in mid-January 2015. Investors should note that actual sales under this plan will be reported separately on Form 4 filings.

Key Highlights

  • 1Health Care REIT, Inc. (now Welltower Inc.) reports on its insider trading policy consistent with SEC Rule 10b5-1.
  • 2The policy allows company insiders to sell securities through pre-arranged trading plans.
  • 3Charles J. Herman, Jr., an Executive Vice President, has entered into a Rule 10b5-1 trading plan.
  • 4Mr. Herman plans to sell up to 12,000 shares of common stock between January 12, 2015, and December 31, 2015.
  • 5Mr. Herman also plans to exercise options and sell up to 20,372 shares during the same period.
  • 6The plan involves monthly sales of 1,000 shares, with potential for carry-over.
  • 7Actual sales transactions will be reported on subsequent Form 4 filings.

Frequently Asked Questions

The main purpose of this filing is to inform the public about a specific insider trading plan established by an executive of Health Care REIT, Inc. (now Welltower Inc.), in accordance with the company's insider trading policy and SEC Rule 10b5-1.

Charles J. Herman, Jr. is an Executive Vice President and President of Seniors Housing and Post Acute at Health Care REIT, Inc. His trading plan allows him to sell up to 12,000 shares of common stock and exercise options to sell up to 20,372 shares between January 12, 2015, and December 31, 2015.

The company has adopted an insider trading policy and uses Rule 10b5-1 plans to provide executives with a structured and compliant way to sell company stock. These plans are designed to offer an affirmative defense against insider trading allegations by ensuring trades are executed when the insider is not aware of material non-public information.

Actual sales of shares and options under Mr. Herman's trading plan will be reported separately by Mr. Herman on Form 4 filings with the SEC, in accordance with SEC regulations.