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*
HERMAN CHARLES J JR

(Last) (First) (Middle)
4500 DORR STREET

(Street)
TOLEDO OH 43615

(City) (State) (Zip)
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)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP & Chief Investment Officer
3. Date of Earliest Transaction (Month/Day/Year)
11/08/2010
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 Stock 11/08/2010 M 6,653 A $37 54,137 D
Common Stock 11/08/2010 M 3,561 A $34.88 57,698 D
Common Stock 11/08/2010 M 4,220 A $40.83 61,918 D
Common Stock 11/08/2010 M 7,887 A $37 69,805 D
Common Stock 11/08/2010 S 22,321 D $50.5214 47,484 D
Common Stock 17,590 I LLC(1)
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
Option (Right to Buy) $37 11/08/2010 M 6,653 01/15/2005(2) 01/26/2014 Common 6,653(2) $0.00(3) 0 D
Option (Right to Buy) $34.88 11/08/2010 M 3,561 01/15/2006(4) 01/24/2015 Common 3,561(4) $0.00(3) 0 D
Option (Right to Buy) $40.83 11/08/2010 M 4,220 01/15/2009(5) 01/21/2018 Common 25,386(5) $0.00(6) 21,166 D
Option (Right to Buy) $37 11/08/2010 M 7,887 01/15/2010(7) 01/29/2019 Common 39,434(7) $0.00(6) 31,547 D
Explanation of Responses:
1. The shares are held by an Ohio limited liability company for which the reporting person is the sole manager and, as trustee for a revocable trust of the reporting person, the sole member.
2. Options for the purchase of 6,653 shares of common stock at $37.00 per share were granted to Mr. Herman on January 26, 2004, which grant has previously been reported. Options for the purchase of 1,331 shares vested on January 15 of each of 2005, 2006 and 2007 and options for the purchase of 1,330 shares vested on January 15 of each of 2008 and 2009.
3. The options were granted under the Health Care REIT, Inc. 1995 Stock Incentive Plan and had no acquisition price.
4. Options for the purchase of 3,561 shares of common stock at $34.88 per share were granted to Mr. Herman on January 24, 2005, which grant has previously been reported. Options for the purchase of 712 shares vested on January 15 of each of 2006, 2007, 2008 and 2009 and options for the purchase of 713 shares vested on January 15, 2010.
5. Options for the purchase of 25,386 shares of common stock at $40.83 per share were granted to Mr. Herman on January 21, 2008, which grant has previously been reported. Options for the purchase of 5,078 shares vested on January 15, 2009, options for the purchase of 5,077 shares vested on January 15, 2010 and options for the purchase of 5,077 shares will vest on January 15 of each of 2011, 2012 and 2013.
6. The options were granted under the Health Care REIT, Inc. 2005 Long-Term Incentive Plan and had no acquisition price.
7. Options for the purchase of 39,434 shares of common stock at $37.00 per share were granted to Mr. Herman on January 29, 2009, which grant has previously been reported. Options for the purchase of 7,887 shares vested on January 15, 2010 and options for the purchase of 7,887 shares will vest on January 15 of each of 2011, 2012 and 2013 and options for the purchase of 7,886 shares will vest on January 15, 2014.
Remarks:
By: Erin C. Ibele Attorney-in-Fact For: Charles J. Herman, Jr. 11/10/2010
** 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.
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