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^*

Miller Jeffrey H

(Last)

(First)

(Middle)

4500 DORR STREET

(Street)

TOLEDO

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-Operations & Gen. Counsel

3. Date of Earliest Transaction (Month/Day/Year)
10/24/2011

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 Stock	10/24/2011		M		1,090	A	$37	54,831	D
Common Stock	10/24/2011		M		910	A	$40.83	55,741	D
Common Stock	10/24/2011		S⁽¹⁾		2,000	D	$50	53,741	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)
Option (Right to Buy)	$37	10/24/2011		M			1,090	01/15/2011⁽²⁾	01/29/2019	Common	21,377⁽²⁾	$0.00⁽³⁾	20,287	D
Option (Right to Buy)	$40.83	10/24/2011		M			910	01/15/2009⁽⁴⁾	01/21/2018	Common	17,023⁽⁴⁾	$0.00⁽³⁾	16,113	D

Explanation of Responses:

1. The shares covered by this Form 4 have been sold pursuant to a Rule 10b5-1 Sales Plan dated September 19, 2011.

2. Options for the purchase of 33,813 shares of common stock at $37.00 per share were granted to Mr. Miller on January 29, 2009, which grant has previously been reported. The partial exercise of these options for the purchase of 12,436 shares has previously been reported. Of the remaining options, options for the purchase of 1,090 shares vested on January 15, 2011, options for the purchase of 6,763 shares will vest on January 15, 2012 and options for the purchase of 6,762 shares will vest on January 15 of each of 2013 and 2014.

3. The options were granted under the Health Care REIT, Inc. 2005 Long-Term Incentive Plan and had no acquisition price.

4. Options for the purchase of 18,257 shares of common stock at $40.83 per share were granted to Mr. Miller on January 21, 2008, which grant has previously been reported. The partial exercise of these options for the purchase of 1,234 shares has previously been reported. Of the remaining options, options for the purchase of 3,035 shares vested on January 15 of each of 2009 and 2010, options for the purchase of 3,651 shares vested on January 15, 2011 and options for the purchase of 3,651 shares will vest on January 15 of each of 2012 and 2013.

Remarks:

	By: Erin C. Ibele Attorney-in-Fact For: Jeffrey H. Miller	10/25/2011
	** 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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