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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 |
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| 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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Deferred Stock Units | $ 0 (5) | 01/27/2014 | M | 644 | 01/27/2014(5) | 01/27/2014(5) | Common | 644 (1) | $ 0 (5) | 2,639 | D | ||||
| Deferred Stock Units | $ 0 (6) | 01/26/2014 | M | 553 | 01/26/2014(6) | 01/26/2014(6) | Common | 553 (2) | $ 0 (6) | 2,086 (7) | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| TRUMBULL R SCOTT C/O HEALTH CARE REIT, INC. 4500 DORR STREET TOLEDO, OH 43615 |
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| By: Erin C. Ibele Attorney-in-Fact For: R. Scott Trumbull | 01/28/2014 | |
| **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) | The reported transaction was a vesting of 644 deferred stock units on January 27, 2014, resulting in the issuance of 644 shares of common stock. No amount was payable in connection with the vesting or the common stock issuance. |
| (2) | The reported transaction was a vesting of 553 deferred stock units on January 26, 2014, resulting in the issuance of 553 shares of common stock. No amount was payable in connection with the vesting or the common stock issuance. |
| (3) | The shares are held in the Irrevocable Lifetime Spousal Credit Trust of R. Scott Trumbull U/A/D 12/13/2012 for the benefit of Mr. Trumbull's spouse and children. Mr. Trumbull's spouse is the trustee of the trust. Mr. Trumbull disclaims beneficial ownership of these shares, and the filing of this report is not an admission that Mr. Trumbull is the beneficial owner of these shares for purposes of Section 16 or for any other purpose. |
| (4) | Richard Scott Trumbull IRRA for the benefit of Richard Scott Trumbull. |
| (5) | These deferred stock units were granted without cash consideration on January 27, 2011 under the Amended and Restated Health Care REIT, Inc. 2005 Long-Term Incentive Plan. Each deferred stock unit represents a right to receive one share of common stock of Health Care REIT, Inc. at the time of vesting of the unit. These deferred stock units vest in three installments, with 645 units having vested on January 27, 2012 and 644 units having vested on January 27 of each of 2013 and 2014. |
| (6) | 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. Each deferred stock unit represents a right to receive one share of common stock of Health Care REIT, Inc. at the time of vesting of the unit. These deferred stock units vest in three installments, with 553 units having vested on January 26 of each of 2013 and 2014 and 552 units vesting on January 26, 2015. |
| (7) | Includes (i) 552 deferred stock units granted on January 26, 2012, with 552 units vesting on January 26, 2015 and (ii) 1,534 deferred stock units granted on February 7, 2013, with 512 units vesting on February 7, 2014 and 511 units vesting on February 7 of each of 2015 and 2016. |