X0304 4 2012-01-31 0 0000766704 HEALTH CARE REIT INC /DE/ HCN 0001242824 ESTES SCOTT A 4500 DORR STREET TOLEDO OH 43615 0 1 0 0 EVP and CFO Common Stock 2012-01-31 4 A 0 1356 0.00 A 69452 D Common Stock 2012-01-31 4 M 0 4361 0.00 A 73813 D Common Stock 2012-01-31 4 F 0 446 57.21 D 73367 D Common Stock 2012-01-31 4 F 0 1436 57.21 D 71931 D Common Stock 2012-02-01 4 M 0 15 37.00 A 71946 D Common Stock 2012-02-01 4 M 0 1485 34.88 A 73431 D Common Stock 2012-02-01 4 S 0 1500 57.30 D 71931 D Deferred Stock Units 0.00 2012-01-31 4 M 0 4361 0.00 D 2012-01-31 2012-01-31 Common 4361 13082 D Option (Right to Buy) 37.00 2012-02-01 4 M 0 15 0.00 D 2009-01-15 2014-01-26 Common 15 0 D Option (Right to Buy) 34.88 2012-02-01 4 M 0 1485 0.00 D 2006-01-15 2015-01-24 Common 3139 1654 D The reported transaction was the satisfaction of a performance contingency applicable to 1,356 performance shares granted without cash consideration on January 27, 2011 under the Amended and Restated Health Care REIT, Inc. 2005 Long-Term Incentive Plan. No amount was payable in connection with the vesting or the common stock issuance. The reported transaction was a vesting of 4,361 deferred stock units on January 31, 2012, resulting in the issuance of 4,361 shares of common stock. No amount was payable in connection with the vesting or the common stock issuance. Tax withholding in shares of common stock on 1,356 performance shares granted on January 27, 2011, which grant vested on January 31, 2012. Tax withholding in shares of common stock on 4,361 deferred stock units granted on January 26, 2012, which grant vested on January 31, 2012. The shares coverd by this Form 4 have been sold pursuant to a Rule 10b5-1 Sales Plan dated September 20, 2011. 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 four installments with 4,361 units having vested on January 31, 2012, 4,361 units vesting on January 31 of each of 2015 and 2016 and 4,360 units vesting on January 31, 2017. Options for the purchase of 6,015 shares of common stock at $37.00 per share were granted to Mr. Estes on January 26, 2004, which grant has previously been reported. The partial exercise of these options for the purchase of 6,000 has previously been reported. Of the remaining options, options for the purchase of 15 shares vested on January 15, 2009. The options were granted under the Health Care REIT, Inc. 1995 Stock Incentive Plan and had no acquisition price. Options for the purchase of 3,139 shares of common stock at $34.88 per share were granted to Mr. Estes on January 24, 2005, which grant has previously been reported. Options for the purchase of 628 shares vested on January 15 of each 2006, 2007, 2008 and 2009 and options for the purchase of 627 shares vested on January 15, 2010. By: Erin C. Ibele Attorney-in-Fact For: Scott A. Estes 2012-02-02