FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
1. Name and Address of Reporting Person*
(Street)
|
2. Date of Event Requiring Statement
(Month/Day/Year) 12/20/2006 |
3. Issuer Name and Ticker or Trading Symbol
HEALTH CARE REIT INC /DE/ [ HCN ] |
|||||||||||||
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
5. If Amendment, Date of Original Filed
(Month/Day/Year) |
||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
|
Table I - Non-Derivative Securities Beneficially Owned | |||
---|---|---|---|
1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock | 23,336(1) | D | |
Common Stock | 12,195(2) | D | |
Total Common Stock | 35,531 | D |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
---|---|---|---|---|---|---|---|
1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Option (Right to Buy) | 12/20/2006 | 08/15/2012 | Common Stock | 9,679(3) | $26.61 | D | |
Option (Right to Buy) | 12/20/2006 | 08/04/2013 | Common Stock | 4,509(3) | $26.61 | D | |
Option (Right to Buy) | 12/20/2006 | 08/04/2013 | Common Stock | 9,018(3) | $26.61 | D | |
Option (Right to Buy) | 12/20/2006 | 07/26/2014 | Common Stock | 5,245(3) | $26.61 | D | |
Option (Right to Buy) | 12/20/2006 | 07/26/2014 | Common Stock | 9,018(3) | $26.61 | D | |
Option (Right to Buy) | 12/20/2006 | 07/26/2014 | Common Stock | 165(3) | $26.61 | D | |
Option (Right to Buy) | 12/20/2006 | 07/25/2015 | Common Stock | 3,607(3) | $33.51 | D | |
Option (Right to Buy) | 12/20/2006 | 07/25/2015 | Common Stock | 4,509(3) | $33.51 | D | |
Option (Right to Buy) | 12/20/2006 | 12/19/2015 | Common Stock | 21,643(3) | $32.8 | D | |
Option (Right to Buy) | 12/20/2006 | 07/31/2016 | Common Stock | 2,705(3) | $32.6 | D | |
Option (Right to Buy) | 12/20/2006 | 07/31/2016 | Common Stock | 8,116(3) | $32.6 | D |
Explanation of Responses: |
1. The shares are being issued pursuant to an Agreement and Plan of Merger by and among Health Care REIT, Inc., Heat Merger Sub, LLC ("Merger Sub"), Heat OP Merger Sub, L.P. ("OP Merger Sub"), Windrose Medical Properties Trust ("Windrose"), and Windrose Medical Properties, L.P. ("Windrose OP") dated as of September 12, 2006 and amended as of October 12, 2006 (the "Merger Agreement") pursuant to which, effective December 20, 2006, Windrose merged with and into Merger Sub and OP Merger Sub merged with and into Windrose OP (collectively, the "Mergers"). The shares are being issued to reflect the conversion in the Mergers of the common shares of beneficial interest of Windrose and the partnership interests of Windrose OP owned by Mr. Farrar prior to the effective time of the Mergers. |
2. Mr. Farrar has the contractual right to receive these shares on January 2, 2007 for no cash consideration as a retention bonus pursuant to a consulting agreement with Health Care REIT, Inc. dated September 12, 2006, which rights vested on December 19, 2006. |
3. The options are being granted pursuant to the Merger Agreement in exchange for certain options for shares of beneficial interest of Windrose held by Mr. Farrar prior to the effective time of the Mergers. |
Remarks: |
By: Erin C. Ibele Attorney-in-Fact For: Frederick L. Farrar | 12/29/2006 | |
** 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 5 (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. |