SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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

1. Name and Address of Reporting Person^*

LANHAM CHARLES E

(Last)

(First)

(Middle)

3502 WOODVIEW TRACE

SUITE 210

(Street)

INDIANAPOLIS

46268

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
WINDROSE MEDICAL PROPERTIES TRUST [ WRS ]

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

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		Trustee Emeritus

3. Date of Earliest Transaction (Month/Day/Year)
12/20/2006

4. If Amendment, Date of 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

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 Shares	12/20/2006		D		56,144	D	⁽¹⁾	0	D

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right to buy)	$12	12/20/2006		D			2,000	⁽²⁾	08/05/2013	Common Shares	2,000	⁽²⁾	0	D
Stock Option (right to buy)	$12	12/20/2006		D			2,000	⁽³⁾	05/15/2012	Common Shares	2,000	⁽³⁾	0	D
Units of Partnership interest	$0.00⁽⁴⁾	12/20/2006		D			36,086	⁽⁵⁾	12/20/2006⁽⁴⁾	Common Shares	36,086	$0.00	0	D

Explanation of Responses:

1. Disposed of pursuant to the Agreement and Plan of Merger, dated September 12, 2006, as amended by Amendment No. 1 to Agreement and Plan of Merger, by and among Health Care REIT, Inc., certain of it?s subsidiaries, Windrose Medical Properties Trust and Windrose Medical Properties L.P. (as amended, the "Merger Agreement"). Pursuant to the Merger Agreement the common shares were disposed of in exchange for 25,315 shares of common stock, $1.00 par value, of Health Care REIT, Inc. having a market value of $41.00 per share at the effective time of the merger.

2. This option, which provided for vesting in 2 equal installments beginning on August 5, 2004 and 2005, was converted into an option to purchase 902 shares of common stock to Health Care REIT, Inc. at an exercise price of $26.61 per share.

3. This option, which provided for vesting fully on August, 21, 2003, was converted into an option to purchase 902 shares of common stock to Health Care REIT, Inc. at an exercise price of $26.61 per share.

4. These units were converted to HCN stock on December 20, 2006 at the exchange rate of .4509 per unit per share.

5. The units of partnerhip interest in Windrose Medical Properties, L.P., Windrose's operating partnership, were disposed pursuant to the Merger Agreement on December 20, 2006. On August 20, 2006, the reporting person's units of partnership interest becaome redeemable for cash or, at the election of Windrose, common shares on a one-for-one basis. The units of partnership interest were disposed of pursuant to the Merger Agreement in exchange for 16,271 shares of Health Care REIT common stock, having a market value of $41.00 per share at the effective time of the merger.

Remarks:

	/s/ Charles E. Lanham	12/22/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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