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^*

TRUMBULL R SCOTT

(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)
01/26/2013

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	01/28/2013		M		577	A	$0.00⁽¹⁾	21,413.0506	D
Common Stock	01/27/2013		M		644	A	$0.00⁽²⁾	22,057.0506	D
Common Stock	01/26/2013		M		553	A	$0.00⁽³⁾	22,610.0506	D
Common Stock								31,150	I	Trust⁽⁴⁾
Common Stock								8,784.2731	I	IRRA⁽⁵⁾

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⁽⁶⁾	01/28/2013		M			577	01/28/2013⁽⁶⁾	01/28/2013⁽⁶⁾	Common	577⁽¹⁾	$0.00⁽⁶⁾	3,109	D
Deferred Stock Units	$0.00⁽⁷⁾	01/27/2013		M			644	01/27/2013⁽⁷⁾	01/27/2013⁽⁷⁾	Common	644⁽²⁾	$0.00⁽⁷⁾	2,465	D
Deferred Stock Units	$0.00⁽⁸⁾	01/26/2013		M			553	01/26/2013⁽⁸⁾	01/26/2013⁽⁸⁾	Common	553⁽³⁾	$0.00⁽⁸⁾	1,912⁽⁹⁾	D

Explanation of Responses:

1. The reported transaction was a vesting of 577 deferred stock units on January 28, 2013, resulting in the issuance of 577 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 644 deferred stock units on January 27, 2013, resulting in the issuance of 644 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 553 deferred stock units on January 26, 2013, resulting in the issuance of 553 shares of common stock. No amount was payable in connection with the vesting or the common stock issuance.

4. The shares are held in the Irrevocable Lifetime Spousal Credit Trust of R. Scott Trumbull U/A/D 12/13/2012 for the benefit of Mr. Trumbull's spouse and children. Mr. Trumbull's spouse is the trustee of the trust. Mr. Trumbull disclaims beneficial ownership of these shares, and the filing of this report is not an admission that Mr. Trumbull is the beneficial owner of these shares for purposes of Section 16 or for any other purpose.

5. Richard Scott Trumbull IRRA for benefit of Richard Scott Trumbull.

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 having vested 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, 644 units having vested on January 27, 2013 and 644 units vesting on January 27, 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 having vested on January 26, 2013, 553 units vesting on January 26, 2014 and 552 units vesting on January 26, 2015.

9. Includes (i) 163 deferred stock units granted on May 6, 2010, with 163 units vesting on May 6, 2013; (ii) 644 deferred stock units granted on January 27, 2011, with 644 units vesting on January 27, 2014; and (iii) 1,105 deferred stock units granted on January 26, 2012, with 553 units vesting on January 26, 2014 and 552 units vesting on January 26, 2015.

Remarks:

	By: Erin C. Ibele Attorney-in-Fact For: R. Scott Trumbull	01/29/2013
	** 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).
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