Edgar Filing: HEALTH CARE REIT INC /DE/

Ownership Submission

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 ^*

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/Pres, Srs. Hous/Post Acute

(Last)

(First)

(Middle)

4500 DORR STREET

3. Date of Earliest Transaction (Month/Day/Year)
01/15/2015

(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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/15/2015		F		5,512	D	$ 83.17	47,463	D
Common Stock	01/16/2015		M		5,184	A	$ 37	52,647	D
Common Stock	01/16/2015		M		7,200	A	$ 43.29	59,847	D
Common Stock	01/16/2015		M		7,988	A	$ 49.17	67,835	D
Common Stock	01/16/2015		S⁽¹⁾		20,372	D	$ 83.2672	47,463	D
Common Stock								32,247	I	LLC ⁽²⁾

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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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Option (Right to Buy)

$ 37

01/16/2015

5,184

01/15/2014⁽³⁾

01/29/2019

Common

5,184 ⁽³⁾

$ 0 ⁽⁴⁾

Option (Right to Buy)

$ 43.29

01/16/2015

7,200

01/15/2014⁽⁵⁾

01/28/2020

Common

9,510 ⁽⁵⁾

$ 0 ⁽⁶⁾

2,310

Option (Right to Buy

$ 49.17

01/16/2015

7,988

01/15/2014⁽⁷⁾

01/27/2021

Common

11,982 ⁽⁷⁾

$ 0 ⁽⁶⁾

3,994

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
HERMAN CHARLES J JR 4500 DORR STREET TOLEDO, OH 43615			EVP/Pres, Srs. Hous/Post Acute

Signatures

By: Erin C. Ibele Attorney-in-Fact For: Charles J. Herman, Jr.		01/20/2015
^**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)	The shares covered by this Form 4 have been sold pursuant to a Rule 10b5-1 Sales Plan dated December 16, 2014.
(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 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 34,250 shares has previously been reported. Of the remaining options, options for the purchase of 5,184 shares vested on January 15, 2014.
(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 23,776 shares of common stock were granted to Mr. Herman on January 28, 2010, which grant has previously been reported. The partial exercise of these options for the purchase of 14,266 shares has previsouly been reported. Of the remaining options, options for the purchase of 4,755 shares vested on January 15 of each of 2014 and 2015.
(6)	The options were granted under the Amended and Restated Health Care REIT, Inc. 2005 Long-Term Incentive Plan and had no acquisition price.
(7)	Options for the purchase of 19,971 shares of common stock 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 7,989 shares has previously been reported. Of the remaining options, options for the purchase of 3,994 shares vested on January 15 of each of 2014 and 2015 and options for the purchase of 3,994 shares will vest on January 15, 2016.

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