Sec Form 4/A Filing - HERMAN CHARLES J JR @ HEALTH CARE REIT INC /DE/ - 2012-12-03

FORM 4/A 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 HERMAN CHARLES J JR 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 & Chief Investment Officer (Last) (First) (Middle) 4500 DORR STREET 3. Date of Earliest Transaction (MM/DD/YY) 12/03/2012 (Street) TOLEDO, OH43615 4. If Amendment, Date Original Filed (MM/DD/YY) 12/05/2012 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 12/03/2012 M 1,249 A $ 36.5 40,399 D Common Stock 12/03/2012 M 2,667 A $ 45.73 43,066 D Common Stock 12/04/2012 S( 1 ) 10,000 D $ 59.3076 38,573 I LLC ( 2 ) Common Stock 12/05/2012 J V 3,916 D $ 0 ( 3 ) 39,150 D Common Stock 12/06/2012 J V 3,916 A $ 0 ( 3 ) 42,489 I LLC ( 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) $ 36.5 12/03/2012 M 1,249 01/15/2009( 4 ) 01/23/2016 Common 1,249 ( 4 ) $ 0 ( 5 ) 0 D Option (Right to Buy) $ 45.73 12/03/2012 M 2,667 01/15/2011( 6 ) 01/22/2017 Common 2,667 ( 6 ) $ 0 ( 5 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other HERMAN CHARLES J JR 4500 DORR STREET TOLEDO, OH43615 EVP & Chief Investment Officer Signatures By: Erin C. IbeleAttorney-in-FactFor: Charles J. Herman, Jr. 12/21/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The shares have been sold pursuant to a Rule 10b5-1 Sales Plan dated November 20, 2012. ( 2 )The shares are held by an Ohio limited liability company for which the reporting person is the sole manager and, as trustee for a revocable trust of the reporting person, the sole member. ( 3 )The shares were transferred by Mr. Herman to the Ohio limited liability company described in footnote 2. No amount was paid in connection with this transfer. ( 4 )Options for the purchase of 10,684 shares of common stock at $36.50 per share were granted to Mr. Herman on January 23, 2006, which grant has previously been reported. The partial exercise of these options for the purchase of 9,435 shares has previously been reported. Of the remaining options, options for the purchase of 417 shares vested on January 15, 2009 and options for the purchase of 416 shares vested on January 15 of each of 2010 and 2011. ( 5 )The options were granted under the Health Care REIT, Inc. 2005 Long-Term Incentive Plan and had no acquisition price. ( 6 )Options for the purchase of 11,279 shares of common stock at $45.73 per share were granted to Mr. Herman on January 22, 2007, which grant has previously been reported. The partial exercise of these options for the purchase of 8,612 shares has previously been reported. Of the remaining options, options for the purchase of 481 shares vested on January 15, 2011 and options for the purchase of 2,186 shares vested on January 15, 2012.

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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