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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
X
 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*
FARRAR FREDERICK L
(Last) (First) (Middle)
3502 WOODVIEW TRACE
SUITE 210
(Street)
INDIANAPOLIS IN 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
X Officer (give title below) Other (specify below)
COO
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)
Code V Amount (A) or (D) Price
Common Shares 12/20/2006 D 44,728(1) D (2) 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options (right to buy) $14.7 12/20/2006 D 24,000 (3) 07/30/2006 Common Shares 24,000 (3) 0 D
Stock Option (right to buy) $14.79 12/20/2006 D 48,000 (4) 12/19/2015 Common Shares 48,000 (4) 0 D
Stock Option (right to buy) $15.11 12/20/2006 D 18,000 (5) 07/25/2015 Common Shares 18,000 (5) 0 D
Stock Option (right to buy) $12 12/20/2006 D 20,000 (6) 07/26/2014 Common Shares 20,000 (6) 0 D
Stock Option (right to buy) $12 12/20/2006 D 30,000 (7) 08/05/2013 Common Shares 30,000 (7) 0 D
Stock Option (right to buy) $12 12/20/2006 D 12,000 (8) 08/01/2014 Common Shares 12,000 (8) 0 D
Stock Option (right to buy) $12 12/20/2006 D 21,466 (9) 05/15/2012 Common Shares 21,466 (9) 0 D
Units of Partnership Interest $0.00(10) 12/20/2006 D 7,079 (11) 12/20/2006(10) Common Shares 7,079 $0.00 0 D
Explanation of Responses:
1. Indirect inclused 342 shares owned by spouse and 62 shares owned by daughter, Mr. Farrar disclaims beneficial interest.
2. 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 20,168 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.
3. This option, which provided for vesting in 5 equal installments beginning on August 1, 2006, 2007, 2008, 2009 and 2010, was converted into an option to purchase 10821 shares of common stock to Health Care REIT, Inc. at an exercise price of $32.60 per share.
4. This option, which provided for vesting in 5 equal installments beginning on December 20, 2005, 2006, 2007, 2008 and 2009, was converted into an option to purchase 21,643 shares of common stock to Health Care REIT, Inc. at an exercise price of $32.80 per share.
5. This option, which provided for vesting in 5 equal installments beginning on July 26, 2005, 2006, 2007, 2008 and 2009, was converted into an option to purchase 8116 shares of common stock to Health Care REIT, Inc. at an exercise price of $33.51 per share.
6. This option, which provided for vesting in 2 equal installments beginning on July 27, 2004 was converted into an option to purchase 9,018 shares of common stock to Health Care REIT, Inc. at an exercise price of $26.61 per share.
7. This option, which provided for vesting 10,000 on August 5, 2003, 14,000 on August 5, 2004 and the remainder in 3 equal annual installments beginning on August 5, 2005, 2006 and 2007, was converted into an option to purchase 13,527 shares of common stock to Health Care REIT, Inc. at an exercise price of $26.61 per share.
8. This option, which provided for vesting 12,400 on August 1, 2004, 12,400 on August 1, 2005 and the remainder in 3 equal installments beginning on August 1, 2006, 2007 and 2008, was converted into an option to purchase 5411 shares of common stock to Health Care REIT, Inc. at an exercise price of $26.61 per share.
9. This option, which provided for vesting in 11,600 shares vested on August 21, 2002, 11,600 shares vesting on August 21, 2003, and the remaining 4,800 shares vest in 3 annual equal installments beginning on August 21, 2004, 2005 and 2006, was converted into an option to purchase 9,679 shares of common stock to Health Care REIT, Inc. at an exercise price of $26.61 per share.
10. These units were converted to HCN stock on December 20, 2006 at the exchange rate of .4509 per unit per share.
11. The units of partnership interest in Windrose Medical Properties L.P., Windrose's operating partnership, were disposed pursuant to the Merger Agreement on December 20, 2006. On August 21, 2002 the reporting person's units of partnership interest became 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 3192 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/ Frederick L. Farrar 12/20/2006
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.