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*
(Street)
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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)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/25/2012 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 07/25/2012 | F | 3,574 | D | $60.87 | 38,575 | D | |||
Common Stock | 07/25/2012 | D | 23,439(1) | D | $0.00 | 15,136(1) | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | $43.29 | 07/25/2012 | D | 9,510 | 01/15/2011(2) | 01/28/2020 | Common | 23,776(2) | $0.00(3) | 14,266(2) | D | ||||
Option (Right to Buy) | $49.17 | 07/25/2012 | D | 11,835 | 01/15/2012(4) | 01/27/2021 | Common | 19,726(4) | $0.00(3) | 7,891(4) | D | ||||
Option (Right to Buy) | $57.33 | 07/25/2012 | D | 17,824 | 01/15/2013(5) | 01/26/2022 | Common | 22,280(5) | $0.00(3) | 4,456(5) | D | ||||
Deferred Stock Units | $0.00(6) | 07/25/2012 | D | 13,082 | 01/31/2015(6) | 01/31/2017 | Common | 13,082(6) | $0.00(6) | 0 | D |
Explanation of Responses: |
1. Forfeiture of 23,439 shares of common stock in connection with Mr. Thomas' termination of employment on July 25, 2012. 2,712 performance shares also were forfeited in connection with Mr. Thomas' termination of employment on July 25, 2012. The performance shares are neither equity securities nor derivative securities as defined by the Commission for purposes of this form and, accordingly, are not reported separately herein. |
2. Options for the purchase of 23,776 shares of common stock at $43.29 per share were granted to Mr. Thomas on January 28, 2010. 4,755 options vested on July 25, 2012, 9,511 options previously vested and the remaining 9,510 options were forfeited in connection with Mr. Thomas' termination of employment on July 25, 2012. The vested options are exercisable by Mr. Thomas until July 25, 2013. |
3. The options were granted under the Amended and Restated Health Care REIT, Inc. 2005 Long-Term Incentive Plan and had no acquisition price. |
4. Options for the purchase of 19,726 shares of common stock at $49.17 per share were granted to Mr. Thomas on January 27, 2011. 3,945 options vested on July 25, 2012, 3,946 options previously vested and the remaining 11,835 options were forfeited in connection with Mr. Thomas' termination of employment on July 25, 2012. The vested options are exercisable by Mr. Thomas until July 25, 2013. |
5. Options for the purchase of 22,280 shares of common stock at $57.33 per share were granted to Mr. Thomas on January 26, 2012. 4,456 options vested on July 25, 2012 and the remaining 17,824 options were forfeited in connection with Mr. Thomas' termination of employment on July 25, 2012. The vested options are exercisable by Mr. Thomas until July 25, 2013. |
6. 17,443 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. 4,361 of the units vested on January 31, 2012. The remaining 13,082 units were forfeited in connection with Mr. Thomas' termination of employment on July 25, 2012. |
Remarks: |
By: Erin C. Ibele Attorney-in-Fact For: John T. Thomas | 07/27/2012 | |
** 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. | ||
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. |