Sec Form 4 Filing - CHAPMAN GEORGE L @ HEALTH CARE REIT INC /DE/ - 2013-03-08

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
CHAPMAN GEORGE L
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
X __ Officer (give title below) _____ Other (specify below)
Chairman, CEO and President
(Last) (First) (Middle)
4500 DORR STREET
3. Date of Earliest Transaction (MM/DD/YY)
03/08/2013
(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 03/08/2013 M 9,726 A $ 40.83 298,178.3487 D
Common Stock 03/08/2013 M 2,287 A $ 37 300,465.3487 D
Common Stock 03/08/2013 S( 1 ) 21,001 D $ 65.06 279,464.3487 D
Common Stock 6,822 I IRA ( 2 )
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 Exercisable Expiration Date Title Amount or Number of Shares
Option (Right-to-Buy) $ 40.83 03/08/2013 M 9,726 01/15/2013( 3 ) 01/21/2018 Common 11,685 ( 3 ) $ 0 ( 4 ) 1,959 ( 3 ) D
Option (Right to Buy) $ 37 03/08/2013 M 2,287 01/15/2013( 5 ) 01/29/2019 Common 39,019 ( 5 ) $ 0 ( 4 ) 36,732 ( 5 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
CHAPMAN GEORGE L
4500 DORR STREET
TOLEDO, OH43615
X Chairman, CEO and President
Signatures
By: Erin C. IbeleAttorney-in-FactFor: George L. Chapman 03/12/2013
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The shares covered by this Form 4 have been sold pursuant to a Rule 10b5-1 Sales Plan dated March 5, 2013, which is intended to comply with Rule 10b5-1.
( 2 )George L. Chapman III IRA FCC as Custodian.
( 3 )Options for the purchase of 46,987 shares of common stock at $40.83 per share were granted to Mr. Chapman on January 21, 2008, which grant has previously been reported. The partial exercise of these options for the purchase of 35,302 shares has previously been reported. Of the remaining options, options for the purchae of 11,685 shares vested on January 15, 2013.
( 4 )The options were granted under the Health Care REIT, Inc. 2005 Long-Term Incentive Plan and had no acquisition price.
( 5 )Options for the purchase of 84,820 shares of common stock at $37.00 per share were granted to Mr. Chapman on January 29, 2009, which grant has been previously reported. The partial exercise of these options for the purchase of 45,801 shares have been previously reported. Of the remaining options, options for the purchase of 19,235 shares vested on January 15, 2013 and options for the purchase of 19,784 shares will vest on January 15, 2014.

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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