Sec Form 4 Filing - HERMAN CHARLES J JR @ HEALTH CARE REIT INC /DE/ - 2013-03-07

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
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)
03/07/2013
(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 03/07/2013 M 2,628 A $ 40.83 62,511 D
Common Stock 03/07/2013 M 7,887 A $ 37 70,398 D
Common Stock 03/07/2013 M 4,755 A $ 43.29 75,153 D
Common Stock 03/07/2013 M 3,994 A $ 49.17 79,147 D
Common Stock 03/07/2013 S 19,264 D $ 65.125 59,883 D
Common Stock 03/11/2013 S( 1 ) 833 D $ 65.187 38,490 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) $ 40.83 03/07/2013 M 2,628 01/15/2013( 3 ) 01/21/2018 Common 5,077 ( 3 ) $ 0 ( 4 ) 2,449 D
Option (Right to Buy) $ 37 03/07/2013 M 7,887 01/15/2013( 5 ) 01/29/2019 Common 15,773 ( 5 ) $ 0 ( 4 ) 7,886 D
Option (Right to Buy) $ 43.29 03/07/2013 M 4,755 01/15/2013( 6 ) 01/28/2020 Common 14,265 ( 6 ) $ 0 ( 7 ) 9,510 D
Option (Right to Buy) $ 49.17 03/07/2013 M 3,994 01/15/2013( 8 ) 01/27/2021 Common 15,976 ( 8 ) $ 0 ( 7 ) 11,982 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. 03/11/2013
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 )Options for the purchase of 25,386 shares of common stock at $40.83 per share were granted to Mr. Herman on January 21, 2008, which grant has previously been reported. The partial exercise of these options for the purchase of 20,309 shares has previously been reported. Of the remaining options, options for the purchase of 5,077 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 39,434 shares of common stock at $37.00 per share were granted to Mr. Herman on January 29, 2009, which grant has previously been reported. The partial exercise of these options for the purchase of 23,661 shares has previously been reported. Of the remaining options, options for the purchase of 7,887 shares vested on January 15, 2013 and options for the purchase of 7,886 shares will vest on January 15, 2014.
( 6 )Options for the purchase of 23,776 shares of common stock at $43.29 per share were granted to Mr. Herman on January 28, 2010, which grant has previsouly been reported. The partial exercise of these options for the purchae of 9,511 shares has previously been reported. Of the remaining options, options for the purchase of 4,755 shares vested on January 15, 2013 and options for the purchase of 4,755 shares will vest on January 15 of each of 2014 and 2015.
( 7 )The options were granted under the Amended and Restated Health Care REIT, Inc. 2005 Long-Term Incentive Plan and had no acquisition price.
( 8 )Options for the purchase of 19,971 shares of common stock at $49.17 per share were granted to Mr. Herman on January 27, 2011, which grant has previously been reported. The partial exercise of these options for the purchase of 3,995 shares has previously been reported. Of the remaining options, options for the purchase of 3,994 shares vested on January 15, 2013 and options for the purchase of 3,994 shares will vest on January 15 of each of 2014, 2015 and 2016.

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