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*
KLIPSCH FRED S

(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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
CEO, Chairman of the Board
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 109,701 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)
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 30,000 (2) 07/30/2016 Common Shares 30,000 (2) 0 D
Stock Option (right to buy) $14.79 12/20/2006 D 75,000 (3) 12/19/2015 Common Shares 75,000 (3) 0 D
Stock Option (right to buy) $15.11 12/20/2006 D 20,000 (4) 07/25/2015 Common Shares 20,000 (4) 0 D
Stock Option (right to buy) $12 12/20/2006 D 30,000 (5) 08/05/2014 Common Shares 30,000 (5) 0 D
Stock Option (right to buy0 $12 12/20/2006 D 12,000 (6) 08/01/2014 Common Shares 12,000 (6) 0 D
Stock Option (right to buy) $12 12/20/2006 D 21,466 (7) 05/15/2012 Common Shares 21,466 (7) 0 D
Stock Option (right to buy) $12 12/20/2006 D 10,000 (8) 08/05/2013 Common Shares 10,000 (8) 0 D
Stock Option (right to buy) $12 12/20/2006 D 8,534 (9) 08/05/2013 Common Shares 8,534 (10) 0 D
Units of Partnership Interest $0.00(11) 12/20/2006 D 143,414 (10) 12/20/2006(11) Common Shares 143,414 (10) 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 49,464 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 5 equal installments beginning on August 1, 2006, 2007, 2008, 2009 and 2010, was converted into an option to purchase 13,527 shares of common stock to Health Care REIT, Inc. at an exercise price of $32.60 per share.
3. 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 33,818 shares of common stock to Health Care REIT, Inc. at an exercise price of $32.80 per share.
4. 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 9,018 shares of common stock to Health Care REIT, Inc. at an exercise price of $33.51 per share.
5. This option, which provided for vesting of 15,000 shares on July 27, 2004 and 2005 was converted into an option to purchase 13,527shares of common stock to Health Care REIT, Inc. at an exercise price of $26.61 per share.
6. This option, which provided for vesting in 5 equal installments beginning on July 27, 2004, 2005, 2006, 2007, and 2008 was converted into an option to purchase 5,411 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 of 8,333 shares on August 16, 2002 and 2003 and 1,600 shares on August 16, 2004, 2005 and 2006in 3 equal installments, 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.
8. This option, which provided for vesting in 5 equal installments beginning on August 5, 2003, 2004, 2005, 2006, and 2007, was converted into an option to purchase 4,509 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 2 equal installments beginning on August 5, 2003 and 2004, was converted into an option to purchase 3,848 shares of common stock to Health Care REIT, Inc. at an exercise price of $26.61 per share.
10. 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 64,665 shares of Health Care REIT common stock, having a market value of $41.00 per share at the effective time of the merger.
11. These units were converted to HCN stock on December 20, 2006 at the exchange rate of .4509 per unit per share.
Remarks:
/s/ Fred S. Klipsch 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).
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