Sec Form 4 Filing - ESTES SCOTT A @ HEALTH CARE REIT INC /DE/ - 2012-11-20

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
ESTES SCOTT A
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)
EVP and CFO
(Last) (First) (Middle)
4500 DORR STREET
3. Date of Earliest Transaction (MM/DD/YY)
11/20/2012
(Street)
TOLEDO, OH43615
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 11/20/2012 M 154 A $ 34.88 72,085 D
Common Stock 11/20/2012 M 8,191 A $ 36.5 80,276 D
Common Stock 11/20/2012 S 8,345 D $ 60.5085 71,931 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisab le Expiration Date Title Amount or Number of Shares
Option (Right to Buy) $ 34.88 11/20/2012 M 154 01/15/2010( 1 ) 01/24/2015 Common 154 ( 1 ) $ 0 ( 2 ) 0 D
Option (Right to Buy) $ 36.5 11/20/2012 M 8,191 01/15/2007( 3 ) 01/23/2016 Common 8,191 ( 3 ) $ 0 ( 4 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
ESTES SCOTT A
4500 DORR STREET
TOLEDO, OH43615
EVP and CFO
Signatures
By: Erin C. IbeleAttorney-in-FactFor: Scott A. Estes 11/21/2012
Signature of Reporting Person Date
Explanation of Responses:
( 1 )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. The partial exercise of these options for the purchase of 2,985 shares has previously been reported. Of the remaining options, options for the purchase of 154 shares vested on January 15, 2010.
( 2 )The options were granted under the Health Care REIT, Inc. 1995 Stock Incentive Plan and had no acquisition price.
( 3 )Options for the purchase of 8,191 shares of common stock at $36.50 per share were granted to Mr. Estes on January 23, 2006, whcih grant has previously been reported. Options for the purchase of 1,639 shares vested on January 15 of each of 2007 and 2008 and options for the purchase of 1,638 shares vested on January 15 of each of 2009 and 2010 and options for the purchase of 1,637 shares vested on January 15, 2011.
( 4 )The options were granted under the Health Care REIT, Inc. 2005 Long-Term Incentive Plan and had no acquisition price.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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