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 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

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(Print or Type Responses)

1. Name and Address of Reporting Person * Loftus Daniel R   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) Senior Vice President (Last) (First) (Middle) 4500 DORR STREET 3. Date of Earliest Transaction (Month/Day/Year) 11/01/2012 (Street) TOLEDO, OH 43615 4. If Amendment, Date Original Filed(Month/Day/Year) 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 (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 11/01/2012   F   4,613 (1) D $ 59.37 33,262.34 D   Common Stock 11/01/2012   M   3,270 (2) A $ 0 (2) 36,532.34 D   Common Stock 11/01/2012   F   1,191 (3) D $ 59.37 35,341.34 D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 (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

Deferred Stock Units

$ 0 (4)

11/01/2012

M

3,270

11/01/2012(4)

11/01/2012

Common

3,270 (4)

$ 0 (4)

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Loftus Daniel R 4500 DORR STREET TOLEDO, OH 43615			Senior Vice President

Signatures

By: Erin C. Ibele Attorney-in-Fact For: Daniel R. Loftus		11/02/2012
**Signature of Reporting Person		Date

Explanation of Responses:

*	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)	Tax withholding in shares of common stock on 926 shares of common stock granted on January 21, 2008, 2,204 shares of common stock granted on January 29, 2009, 2,547 shares of common stock granted on January 28, 2010, 3,080 shares of common stock granted on January 27, 2011 and 4,449 shares of common stock granted on January 26, 2012, which grants vested on November 1, 2012.
(2)	In connection with Mr. Loftus' termination of employment on November 1, 2012, the reported transaction was a vesting of 3,270 deferred stock units on November 1, 2012, resulting in the issuance of 3,270 shares of common stock. No amount was payable in connection with the vesting or the common stock issuance. 339 performance shares were forfeited in connection with Mr. Loftus' termination of employment on November 1, 2012. The performance shares are neither equity securities nor derivative securities as defined by the Commission for purposes of this form and, accordingly, are not reported separately herein.
(3)	Tax withholding in shares of common stock on 3,270 deferred stock units granted on January 26, 2012, which grant vested on November 1, 2012.
(4)	These deferred stock units were granted without cash consideration on January 26, 2012 under the Amended and Restated Health Care REIT, Inc. 2005 Long-Term Incentive Plan. In connection with Mr. Loftus' termination of employment on November 1, 2012, (i) 3,270 deferred stock units vested on November 1, 2012 and (ii) 25,834 stock options vested on November 1, 2012. All vested options are exercisable by Mr. Loftus until November 1, 2013.

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