Edgar Filing: HEALTH CARE REIT INC /DE/

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 ^*

CHAPMAN GEORGE L

2. Issuer Name and Ticker or Trading Symbol
HEALTH CARE REIT INC /DE/ [HCN]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Chairman, CEO and President

(Last)

(First)

(Middle)

4500 DORR STREET

3. Date of Earliest Transaction (Month/Day/Year)
03/09/2012

(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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/09/2012		J⁽¹⁾	V	36,513	D	$ 0	271,295.5808	D
Common Stock								6,822	I	IRA ⁽²⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option (Right to Buy)

$ 36.5

03/09/2012

J⁽¹⁾

889

01/15/2011

01/23/2016⁽³⁾

Common Stock

889

$ 0 ⁽⁴⁾

1,333

Stock Option (Right to Buy)

$ 36.5

03/09/2012

J⁽¹⁾

3,670

01/15/2011

01/23/2016⁽⁵⁾

Common Stock

3,670

$ 0 ⁽⁴⁾

310

Stock Option (Right to Buy)

$ 45.73

03/09/2012

J⁽¹⁾

1,448

01/15/2008

01/22/2017⁽⁶⁾

Common Stock

1,448

$ 0 ⁽⁴⁾

6,061

Stock Option (Right to Buy)

$ 45.73

03/09/2012

J⁽¹⁾

4,287

01/15/2008

01/22/2017⁽⁷⁾

Common Stock

4,287

$ 0 ⁽⁴⁾

17,942

Stock Option (Right to Buy)

$ 40.83

03/09/2012

J⁽¹⁾

1,932

01/15/2009

01/21/2018⁽⁸⁾

Common Stock

1,932

$ 0 ⁽⁴⁾

7,941

Stock Ooption (Right to Buy)

$ 40.83

03/09/2012

J⁽¹⁾

9,504

01/15/2009

01/21/2018⁽⁹⁾

Common Stock

9,504

$ 0 ⁽⁴⁾

39,046

Stock Option (Right to Buy)

$ 37

03/09/2012

J⁽¹⁾

14,102

01/15/2011

01/29/2019⁽¹⁰⁾

Common Stock

14,102

$ 0 ⁽⁴⁾

57,342

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
CHAPMAN GEORGE L 4500 DORR STREET TOLEDO, OH 43615	X		Chairman, CEO and President

Signatures

By: Erin C. Ibele Attorney-in-Fact For: George L. Chapman		03/13/2012
^**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)	Represents a transfer of 36,513 shares and 35,832 stock options to the reporting person's ex-spouse pursuant to a Decision and Judgment issued by the Court of Appeals of Ohio, Sixth Appellate District. The reporting person no longer reports as beneficially owned any securities which are beneficially owned by his ex-spouse.
(2)	George L. Chapman III IRA FCC as Custodian.
(3)	Options for the purchase of 11,111 shares of common stock at $36.50 per share were granted to Mr. Chapman on January 23, 2006, which grant has been previously reported. The partial exercise of these options for the purchase of 4,444 shares and the transfer of 4,445 options have been previously reported. Of the remaining options, options for the purchase of 2,222 shares vested on January 15, 2011.
(4)	The options were granted under the Health Care REIT, Inc. 2005 Long-Term Incentive Plan and had no acquisition price.
(5)	Options for the purchase of 45,872 shares of common stock at $36.50 per share were granted to Mr. Chapman on January 23, 2006, which grant has been previously reported. The partial exercise of these options for the purchase of 23,543 shares and the transfer of 18,349 options have been previously reported. Of the remaining options, options for the purchase of 3,980 shares vested on January 15, 2011.
(6)	Options for the purchase of 10,727 shares of common stock at $45.73 per share were granted to Mr. Chapman on January 22, 2007, which grant has been previously reported. The transfer of 3,218 options has previously been reported. Options for the purchase of 1,073 shares vested January 15 of each of 2008, 2009 and 2010 and options for the purchase of 2,145 shares vested January 15 of each of 2011 and 2012.
(7)	Options for the purchase of 31,756 shares of common stock at $45.73 per share were granted to Mr. Chapman on January 22, 2007, which grant has been previously reported. The transfer of 9,527 options has previously been reported. Options for the purchase of 3,176 shares vested on January 15, 2008, options for the purchase of 3,175 shares vested on January 15, 2009, options for the purchase of 3,176 shares vested on January 15, 2010 and options for the purchase of 6,351 shares vested on January 15 of each of 2011 and 2012.
(8)	Options for the purchase of 12,341 shares of common stock at $40.83 per share were granted to Mr. Chapman on January 21, 2008, which grant has been previously reported. The transfer of 2,468 options has previously been reported. Options for the purchase of 1,235 shares vested on January 15, 2009, options for the purchase of 1,234 shares vested on January 15, 2010, options for the purchase of 2,468 shares vested on January 15 of each of 2011 and 2012 and options for the purchase of 2,468 will vest on January 15, 2013.
(9)	Options for the purchase of 60,688 shares of common stock at $40.83 per share were granted to Mr. Chapman on January 21, 2008, which grant has been previously reported. The transfer of 12,138 options has previously been reported. Options for the purchase of 6,069 shares vested on January 15 of each of 2009 and 2010, options for the purchase of 12,138 shares vested on January 15, 2011, options for the purchase of 12,137 shares vested on January 15, 2012 and options for the purchase of 12,137 shares will vest on January 15, 2013.
(10)	Options for the purchase of 109,914 shares of common stock at $37.00 per share were granted to Mr. Chapman on January 29, 2009, which grant has been previously reported. The partial exercise of these options for the purchase of 27,478 shares and the transfer of 10,992 options have been previously reported. Of the remaining options,options for the purchase of 5,496 shares vested on January 15, 2011, options for the purchase of 21,983 shares vested on January 15, 2012, options for the purchase of 21,983 shares will vest on January 15, 2013 and options for the purchase of 21,982 shares will vest on January 15, 2014.

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