FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * DEROSA THOMAS J   2. Issuer Name and Ticker or Trading Symbol WELLTOWER INC. [HCN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) 4500 DORR STREET 3. Date of Earliest Transaction (Month/Day/Year) 08/06/2015 (Street) TOLEDO, OH 43615 4. If Amendment, Date Original Filed(Month/Day/Year) 08/10/2015 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Performance-Based Restricted Stock Units

(1)

08/06/2015

A

18,524

(1)

(1)

Common

18,524 (1)

$ 0 (1)

18,524

D

Performance-Based Restricted Stock Units

(2)

05/06/2016

A

13,166

(2)

(2)

Common

13,166 (2)

$ 0 (2)

13,166

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
DEROSA THOMAS J 4500 DORR STREET TOLEDO, OH 43615	X		Chief Executive Officer

Signatures

By: Matthew G. McQueen Attorney-in-Fact For: Thomas J. DeRosa		10/19/2017
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	The performance-based restricted stock units granted under the Welltower Inc. Amended and Restated 2005 Long-Term Incentive Plan are target shares as defined in the 2015-2017 Long-Term Incentive Program. Final share amounts will be determined at the conclusion of the performance period based on the Company's total shareholder return as determined by the Compensation Committee of the Board of Directors. Each restricted stock unit represents the right to receive one share of HCN's common stock. The original Form 4 filed on August 10, 2015 reported the target shares as 25,478 shares due to a clerical error.
(2)	The performance-based restricted stock units granted under the Welltower Inc. Amended and Restated 2005 Long-Term Incentive Plan are target shares as defined in the 2016-2018 Long-Term Incentive Program. Final share amounts will be determined at the conclusion of the performance period based on the Company's total shareholder return as determined by the Compensation Committee of the Board of Directors. Each restricted stock unit represents the right to receive one share of HCN's common stock. The original Form 4 filed on May 9, 2016 reported the target shares as 19,691 shares due to a clerical error.

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