|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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 |
|
| ||||||||||||||||||||||||||||||||||||||
| ||||||||||||||||||||||||||||||||||||||
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 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 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 | ||||||||
| Stock Option (Right to Buy) | $ 24.42 | 01/10/2011 | J(1) | V | 5,000 | 12/15/2006(3) | 12/12/2011 | Common Stock | 5,000 | $ 0 (4) | 0 | D | |||
| Stock Option (Right to Buy) | $ 25.82 | 01/10/2011 | J(1) | V | 17,879 | 01/15/2007(5) | 01/27/2013 | Common Stock | 17,879 | $ 0 (4) | 0 | D | |||
| Stock Option (Right to Buy) | $ 37 | 01/10/2011 | J(1) | V | 21,131 | 01/15/2005(6) | 01/26/2014 | Common Stock | 21,131 | $ 0 (4) | 16,905 | D | |||
| Stock Option (Right to Buy) | $ 34.88 | 01/10/2011 | J(1) | V | 11,599 | 01/15/2006(7) | 01/24/2015 | Common Stock | 11,599 | $ 0 (4) | 11,599 | D | |||
| Stock Option (Right to Buy) | $ 36.5 | 01/10/2011 | J(1) | V | 4,445 | 01/15/2007(8) | 01/23/2016 | Common Stock | 4,445 | $ 0 (9) | 6,666 | D | |||
| Stock Option (Right to Buy) | $ 36.5 | 01/10/2011 | J(1) | V | 18,349 | 01/15/2007(10) | 01/23/2016 | Common Stock | 18,349 | $ 0 (9) | 27,523 | D | |||
| Stock Option (Right to Buy) | $ 45.73 | 01/10/2011 | J(1) | V | 3,218 | 01/15/2008(11) | 01/22/2017 | Common Stock | 3,218 | $ 0 (9) | 7,509 | D | |||
| Stock Option (Right to Buy) | $ 45.73 | 01/10/2011 | J(1) | V | 9,527 | 01/15/2008(12) | 01/22/2017 | Common Stock | 9,527 | $ 0 (9) | 22,229 | D | |||
| Stock Option (Right to Buy) | $ 40.83 | 01/10/2011 | J(1) | V | 2,468 | 01/15/2009(13) | 01/21/2018 | Common Stock | 2,468 | $ 0 (9) | 9,873 | D | |||
| Stock Option (Right to Buy) | $ 40.83 | 01/10/2011 | J(1) | V | 12,138 | 01/15/2009(14) | 01/21/2018 | Common Stock | 12,138 | $ 0 (9) | 48,550 | D | |||
| Stock Option (Right to Buy) | $ 37 | 01/10/2011 | J(1) | V | 10,992 | 01/15/2010(15) | 01/29/2019 | Common Stock | 10,992 | $ 0 (9) | 98,922 | D | |||
| Stock Option (Right to Buy) | $ 36.5 | 01/10/2011 | J(1) | V | 889 | 01/15/2011(16) | 01/23/2016 | Common Stock | 889 | $ 0 (9) | 5,777 | D | |||
| Stock Option (Right to Buy) | $ 36.5 | 01/10/2011 | J(1) | V | 3,670 | 01/15/2011(17) | 01/23/2016 | Common Stock | 3,670 | $ 0 (9) | 23,853 | D | |||
| Stock Option (Right to Buy) | $ 45.73 | 01/10/2011 | J(1) | V | 1,448 | 01/15/2011(18) | 01/22/2017 | Common Stock | 1,448 | $ 0 (9) | 6,061 | D | |||
| Stock Option (Right to Buy) | $ 45.73 | 01/10/2011 | J(1) | V | 4,287 | 01/15/2011(19) | 01/22/2017 | Common Stock | 4,287 | $ 0 (9) | 17,942 | D | |||
| Stock Option (Right to Buy) | $ 40.83 | 01/10/2011 | J(1) | V | 1,932 | 01/15/2011(20) | 01/21/2018 | Common Stock | 1,932 | $ 0 (9) | 7,941 | D | |||
| Stock Option (Right to Buy) | $ 40.83 | 01/10/2011 | J(1) | V | 9,504 | 01/15/2011(21) | 01/21/2018 | Common Stock | 9,504 | $ 0 (9) | 39,046 | D | |||
| Stock Option (Right to Buy) | $ 37 | 01/10/2011 | J(1) | V | 14,102 | 01/15/2011(22) | 01/29/2019 | Common Stock | 14,102 | $ 0 (9) | 84,820 | D | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| CHAPMAN GEORGE L 4500 DORR STREET TOLEDO, OH 43615 |
X | Chairman, CEO and President | ||
| By: Erin C. Ibele Attorney-in-Fact For: George L. Chapman | 01/14/2011 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Represents a transfer of 79,159.2953 shares and 116,746 stock options to the reporting person's ex-spouse pursuant to a divorce decree. An additional 36,513 shares and 35,832 stock options are subject to Notice of Appeal filed October 4, 2010 in connection with the divorce decree and will be placed in escrow pending final decision. The reporting person no longer reports as beneficially owned any securities which are beneficially owned by his ex-spouse. |
| (2) | George L. Chapman III SSB IRA Rollover Custodian. |
| (3) | Options for the purchase of 175,000 shares of common stock at $24.42 per share were granted to Mr. Chapman on December 12, 2001, which grant has been previously reported. The partial exercise of these options for the purchase of 170,000 shares has been previously reported. Of the remaining options, options for the purchase of 5,000 shares vested on December 15, 2006. |
| (4) | The options were granted under the Health Care REIT, Inc. 1995 Stock Incentive Plan and had no acquisition price. |
| (5) | Options for the purchase of 104,395 shares of common stock at $25.82 per share were granted to Mr. Chapman on January 27, 2003, which grant has been previously reported. The partial exercise of these options for the purchase of 86,516 shares has been previously reported. Of the remaining options, options for the purchase of 7,440 shares vested on January 15, 2007 and options for the purchase of 10,439 shares vested on January 15, 2008. |
| (6) | Options for the purchase of 42,262 shares of common stock at $37.00 per share were granted to Mr. Chapman on January 26, 2004, which grant has been previously reported. The partial exercise of these options for the purchase of 4,226 shares has been previously reported. Options for the purchase of 4,227 shares vested on January 15, 2005, options for the purchase of 8,453 shares vested on January 15, 2006, and options for the purchase of 8,452 shares vested on January 15 of each of 2007, 2008 and 2009. |
| (7) | Options for the purchase of 23,198 shares of common stock at $34.88 per share were granted to Mr. Chapman on January 24, 2005, which grant has been previously reported. Options for the purchase of 4,640 shares vested on January 15 of each of 2006, 2007 and 2008, and options for the purchase of 4,639 shares vested on January 15 of each of 2009 and 2010. |
| (8) | Options for the purchase of 11,111 shares of common stock at $36.50 per share were granted to Mr. Chapman on January 23, 2006, which grant has been previously reported. Options for the purchase of 2,223 shares vested on January 15, 2007, options for the purchase of 2,222 shares vested on January 15 of each of 2008, 2009 and 2010 and options for the purchase of 2,222 shares will vest on January 15, 2011. |
| (9) | The options were granted under the Health Care REIT, Inc. 2005 Long-Term Incentive Plan and had no acquisition price. |
| (10) | Options for the purchase of 45,872 shares of common stock at $36.50 per share were granted to Mr. Chapman on January 23, 2006, which grant has been previously reported. Options for the purchase of 9,175 shares vested on January 15 of each of 2007 and 2008, options for the purchase of 9,174 shares vested on January 15 of each of 2009 and 2010 and options for the purchase of 9,174 will vest on January 15, 2011. |
| (11) | Options for the purchase of 10,727 shares of common stock at $45.73 per share were granted to Mr. Chapman on January 22, 2007, which grant has been previously reported. Options for the purchase of 2,146 shares vested on January 15 of each of 2008 and 2009, options for the purchase of 2,145 shares vested on January 15, 2010 and options for the purchase of 2,145 shares will vest on January 15 of each of 2011 and 2012. |
| (12) | Options for the purchase of 31,756 shares of common stock at $45.73 per share were granted to Mr. Chapman on January 22, 2007, which grant has been previously reported. Options for the purchase of 6,352 shares vested on January 15, 2008, options for the purchase of 6,351 shares vested on January 15 of each of 2009 and 2010 and options for the purchase of 6,351 shares will vest on January 15 of each of 2011 and 2012. |
| (13) | Options for the purchase of 12,341 shares of common stock at $40.83 per share were granted to Mr. Chapman on January 21, 2008, which grant has been previously reported. Options for the purchase of 2,469 shares vested on January 15, 2009, options for the purchase of 2,468 shares vested on January 15, 2010 and options for the purchase of 2,468 will vest on January 15 of each of 2011, 2012 and 2013. |
| (14) | Options for the purchase of 60,688 shares of common stock at $40.83 per share were granted to Mr. Chapman on January 21, 2008, which grant has been previously reported. Options for the purchase of 12,138 shares vested on January 15 of each of 2009 and 2010, options for the purchase of 12,138 will vest on January 15, 2011 and options for the purchase of 12,137 shares will vest on January 15 of each of 2012 and 2013. |
| (15) | Options for the purchase of 109,914 shares of common stock at $37.00 per share were granted to Mr. Chapman on January 29, 2009, which grant has been previously reported. Options for the purchase of 21,983 shares vested on January 15, 2010, options for the purchase of 21,983 shares will vest on January 15 of each of 2011, 2012 and 2013 and options for the purchase of 21,982 will vest on January 15, 2014. |
| (16) | Options for the purchase of 11,111 shares of common stock at $36.50 per share were granted to Mr. Chapman on January 23, 2006, which grant has been previously reported. Of the remaining options, options for the purchase of 889 shares will vest on January 15, 2011. These options are subject to Notice of Appeal filed October 4, 2010 in connection with the divorce decree and will be placed in escrow pending final decision. |
| (17) | Options for the purchase of 45,872 shares of common stock at $36.50 per share were granted to Mr. Chapman on January 23, 2006, which grant has been previously reported. Of the remaining options, options for the purchase of 3,670 shares will vest on January 15, 2011. These options are subject to Notice of Appeal filed October 4, 2010 in connection with the divorce decree and will be placed in escrow pending final decision. |
| (18) | Options for the purchase of 10,727 shares of common stock at $45.73 per share were granted to Mr. Chapman on January 22, 2007, which grant has been previously reported. Of the remaining options, options for the purchase of 805 shares will vest on January 15, 2011 and options for the purchase of 643 shares will vest on January 15, 2012. These options are subject to Notice of Appeal filed October 4, 2010 in connection with the divorce decree and will be placed in escrow pending final decision. |
| (19) | Options for the purchase of 31,756 shares of common stock at $45.73 per share were granted to Mr. Chapman on January 22, 2007, which grant has been previously reported. Of the remaining options, options for the purchase of 2,382 shares will vest on January 15, 2011 and options for the purchase of 1,905 shares will vest on January 15, 2012. These options are subject to Notice of Appeal filed October 4, 2010 in connection with the divorce decree and will be placed in escrow pending final decision. |
| (20) | Options for the purchase of 12,341 shares of common stock at $40.83 per share were granted to Mr. Chapman on January 21, 2008, which grant has been previously reported. Of the remaining options, options for the purchase of 822 shares will vest on January 15, 2011, options for the purchase of 617 shares will vest on January 15, 2012 and options for the purchase of 493 shares will vest on January 15, 2013. These options are subject to Notice of Appeal filed October 4, 2010 in connection with the divorce decree and will be placed in escrow pending final decision. |
| (21) | Options for the purchase of 60,688 shares of common stock at $40.83 per share were granted to Mr. Chapman on January 21, 2008, which grant has been previously reported. Of the remaining options, options for the purchase of 4,042 shares will vest on January 15, 2011, options for the purchase of 3,035 shares will vest on January 15, 2012 and options for the purchase of 2,427 shares will vest on January 15, 2013. These options are subject to Notice of Appeal filed October 4, 2010 in connection with the divorce decree and will be placed in escrow pending final decision. |
| (22) | Options for the purchase of 109,914 shares of common stock at $37.00 per share were granted to Mr. Chapman on January 29, 2009, which grant has been previously reported. Of the remaining options, options for the purchase of 5,496 shares will vest on January 15, 2011, options for the purchase of 3,660 shares will vest on January 15, 2012, options for the purchase of 2,748 shares will vest on January 15, 2013 and options for the purchase of 2,198 shares will vest on January 15, 2014. These options are subject to Notice of Appeal filed October 4, 2010 in connection with the divorce decree and will be placed in escrow pending final decision. |