Ownership Submission
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 *
Mitra Shankh
  2. Issuer Name and Ticker or Trading Symbol
WELLTOWER INC. [WELL]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
EVP, Investments
(Last)
(First)
(Middle)
4500 DORR STREET
3. Date of Earliest Transaction (Month/Day/Year)
08/09/2018
(Street)

TOLEDO, OH 43615
4. If Amendment, Date Original Filed(Month/Day/Year)
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
Common Stock 08/09/2018   A   3,173 (1) A $ 0 (1) 45,978 D  
Common Stock 08/10/2018   P   62 A $ 63.55 (2) 46,040 D  
Common Stock 08/10/2018   G(3)   62 (4) D $ 0 45,978 I By son and daugher

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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

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Mitra Shankh
4500 DORR STREET
TOLEDO, OH 43615
      EVP, Investments  

Signatures

 By: Matthew McQueen Attorney-in-Fact For: Shankh Mitra   08/13/2018
**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) These shares represent restricted stock units that were granted without cash consideration on August 9, 2018 under the Welltower Inc. 2016 Long-Term Incentive Plan and 2018-2020 Long-Term Incentive Program. Each restricted stock unit will be settled in common stock upon vesting in four equal installments on January 15, 2019, January 15, 2020, January 15, 2021 and January 15, 2022.
(2) This transaction was executed in multiple trades ranging from $63.48 to $63.6127. The price above reflects the weighted average purchase price. The reporting person undertakes to provide to issuer, any securities holder of the holder of the issuer, or the staff of the U.S. Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each price within the range set forth in this footnote.
(3) This transaction involved a gift of securities by the reporting person to his son and daughter, who share reporting person's household. The reporting person disclaims beneficial ownership of the shares by his son and daughter, and this report should not be deemed an admission that the reporting person is the beneficial owner of his son's or daughter's shares for purposes of Section 16 or for any other purpose.
(4) Of the 62 shares 31 shares are held by the son of the reporting person and 31 shares are held by the daughter of the reporting person.

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