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^*

Loftus Daniel R

(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)
	Senior Vice President

3. Date of Earliest Transaction (Month/Day/Year)
11/01/2012

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	11/01/2012		F		4,613⁽¹⁾	D	$59.37	33,262.34	D
Common Stock	11/01/2012		M		3,270⁽²⁾	A	$0.00⁽²⁾	36,532.34	D
Common Stock	11/01/2012		F		1,191⁽³⁾	D	$59.37	35,341.34	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)
Deferred Stock Units	$0.00⁽⁴⁾	11/01/2012		M			3,270	11/01/2012⁽⁴⁾	11/01/2012	Common	3,270⁽⁴⁾	$0.00⁽⁴⁾	0	D

Explanation of Responses:

1. Tax withholding in shares of common stock on 926 shares of common stock granted on January 21, 2008, 2,204 shares of common stock granted on January 29, 2009, 2,547 shares of common stock granted on January 28, 2010, 3,080 shares of common stock granted on January 27, 2011 and 4,449 shares of common stock granted on January 26, 2012, which grants vested on November 1, 2012.

2. In connection with Mr. Loftus' termination of employment on November 1, 2012, the reported transaction was a vesting of 3,270 deferred stock units on November 1, 2012, resulting in the issuance of 3,270 shares of common stock. No amount was payable in connection with the vesting or the common stock issuance. 339 performance shares were forfeited in connection with Mr. Loftus' termination of employment on November 1, 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.

3. Tax withholding in shares of common stock on 3,270 deferred stock units granted on January 26, 2012, which grant vested on November 1, 2012.

4. 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. In connection with Mr. Loftus' termination of employment on November 1, 2012, (i) 3,270 deferred stock units vested on November 1, 2012 and (ii) 25,834 stock options vested on November 1, 2012. All vested options are exercisable by Mr. Loftus until November 1, 2013.

Remarks:

	By: Erin C. Ibele Attorney-in-Fact For: Daniel R. Loftus	11/02/2012
	** 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).
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