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^*

GRUA PETER J

(Last)

(First)

(Middle)

C/O HEALTH CARE REIT, INC.

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)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/26/2012

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	01/29/2012		M		675	A	$0.00⁽¹⁾	2,664	D
Common Stock	01/28/2012		M		578	A	$0.00⁽²⁾	3,242	D
Common Stock	01/27/2012		M		645	A	$0.00⁽³⁾	3,887	D
Common Stock								22,276	I	LLC⁽⁴⁾

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)
Deferred Stock Units	$0.00⁽⁵⁾	01/29/2012		M			675	01/29/2012⁽⁵⁾	01/29/2012⁽⁵⁾	Common	675⁽¹⁾	$0.00⁽⁵⁾	3,415	D
Deferred Stock Units	$0.00⁽⁶⁾	01/28/2012		M			578	01/28/2012⁽⁶⁾	01/28/2012⁽⁶⁾	Common	578⁽²⁾	$0.00⁽⁶⁾	2,837	D
Deferred Stock Units	$0.00⁽⁷⁾	01/27/2012		M			645	01/27/2012⁽⁷⁾	01/27/2012⁽⁷⁾	Common	645⁽³⁾	$0.00⁽⁷⁾	2,192	D
Deferred Stock Units	$0.00⁽⁸⁾	01/26/2012		A		1,658		01/26/2013⁽⁸⁾	01/26/2015⁽⁸⁾	Common	1,658⁽⁸⁾	$0.00⁽⁸⁾	3,850⁽⁹⁾	D

Explanation of Responses:

1. The reported transaction was a vesting of 675 deferred stock units on January 29, 2012, resulting in the issuance of 675 shares of common stock. No amount was payable in connection with the vesting or the common stock issuance.

2. The reported transaction was a vesting of 578 deferred stock units on January 28, 2012, resulting in the issuance of 578 shares of common stock. No amount was payable in connection with the vesting or the common stock issuance.

3. The reported transaction was a vesting of 645 deferred stock units on January 27, 2012, resulting in the issuance of 645 shares of common stock. No amount was payable in connection with the vesting or the common stock issuance.

4. Front Garden Investment LLC.

5. These deferred stock units were granted without cash consideration on January 29, 2009 under the Health Care REIT, Inc. 2005 Long-Term Incentive Plan. Each deferred stock unit represents a right to receive one share of common stock of Health Care REIT, Inc. at the time of vesting of the unit. These deferred stock units vest in three installments, with 676 units having vested on January 29 of each of 2010 and 2011 and 675 units having vested on January 29, 2012.

6. These deferred stock units were granted without cash consideration on January 28, 2010 under the Amended and Restated Health Care REIT, Inc. 2005 Long-Term Incentive Plan. Each deferred stock unit represents a right to receive one share of common stock of Health Care REIT, Inc. at the time of vesting of the unit. These deferred stock units vest in three installments, with 578 units having vested on January 28 of each of 2011 and 2012 and 577 units vesting on January 28, 2013.

7. These deferred stock units were granted without cash consideration on January 27, 2011 under the Amended and Restated Health Care REIT, Inc. 2005 Long-Term Incentive Plan. Each deferred stock unit represents a right to receive one share of common stock of Health Care REIT, Inc. at the time of vesting of the unit. These deferred stock units vest in three installments, with 645 units having vested on January 27, 2012 and 644 units vesting on January 27 of each of 2013 and 2014.

8. These deferred stock units were granted without cash consideration on January 26, 2012 under the Amended and Restated Health Care REIT, Inc. 2005 Long-Term Incentive Plan. Each deferred stock unit represents a right to receive one share of common stock of Health Care REIT, Inc. at the time of vesting of the unit. These deferred stock units vest in three installments, with 553 units vesting on January 26 of each of 2013 and 2014 and 552 units vesting on January 26, 2015.

9. Includes (i) 577 deferred stock units granted on January 28, 2010 with 577 units vesting on January 28, 2013; (ii) 327 deferred stock units granted on May 6, 2010, with 164 units vesting on May 6, 2012 and 163 units vesting on May 6, 2013; and (iii) 1,288 deferred stock units granted on January 27, 2011, with 644 units vesting on January 27 of each of 2013 and 2014; and (iv) 1,658 deferred stock units granted on January 26, 2012, with 553 units vesting on January 26 of each of 2013 and 2014 and 552 units vesting on January 26, 2015.

Remarks:

	By: Erin C. Ibele Attorney-in-Fact For: Peter J. Grua	01/30/2012
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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