SEC Form 4

FORM 4		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 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Batts Richard Walker (Last) (First) (Middle) 3502 WOODVIEW TRACE SUITE 210 (Street) INDIANAPOLIS IN 46268 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol WINDROSE MEDICAL PROPERTIES TRUST [ WRS ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) VP, Finance
	3. Date of Earliest Transaction (Month/Day/Year) 12/20/2006
	4. If Amendment, Date of 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

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 Shares	12/20/2006		D		951(1)	D	(1)	0	D

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 Securities Underlying Derivative Security (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: 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 Options (right to buy)	$14.7	12/20/2006		D			2,400	(2)	07/30/2016	Common Shares	2,400	(2)	0	D
Stock Options (right to buy)	$15.11	12/20/2006		D			2,400	(3)	07/25/2015	Common Shares	2,400	(3)	0	D
Stock Option (right to buy)	$12	12/20/2006		D			5,000	(4)	08/05/2013	Common Shares	5,000	(4)	0	D
Stock Option (right to buy)	$12	12/20/2006		D			3,000	(5)	08/01/2014	Common Shares	3,000	(5)	0	D
Stock Option (right to buy)	$12	12/20/2006		D			6,000	(6)	05/15/2012	Common Shares	6,000	(6)	0	D
Units of parnership interest	$0.00(7)	12/20/2006		D			7,916	(8)	12/20/2006(7)	Common Shares	7,916	$0.00	0	D

Explanation of Responses:

1. Diposed of pursuant to the Agreement and Plan of Merger, dated September 12, 2006, as amended by Amendment No. 1 to Agreement and Plan of Merger, by and amoung Health Care REIT, Inc., certain of it's subsidaries, Windrose Medical Properties Trust and Windrose Medical Properties, L.P. (as amended, the "Merger Agreement"). Pursuant to the Merger Agreement the common shares were disposed of in exchange for 429 shares of common stock, $1.00 par value of Health Care REIT, Inc. having a market value of $41.00 per share at the effective time of the merger.

2. This option, which provided for vesting in 5 equal installments beginning on August 1, 2006, 2007, 2008, 2009 and 2010, was converted into an option to purchase 1082 shares of common stock to Health Care REIT, Inc. at an exercise price of $32.60 per share.

3. This option, which provided for vesting in 5 equal installments beginning on July 26, 2005, 2006, 2007, 2008 and 2009, was converted into an option to purchase 1082 shares of common stock to Health Care REIT, Inc. at an exercise price of $33.51 per share.

4. This option, which provided for vesting in 5 equal installments beginning on August 5, 2003, 2004, 2005, 2006 and 2007, was converted into an option to purchase 2255 shares of common stock to Health Care REIT, Inc. at an exercise price of $26.61 per share.

5. This option, which provided for vesting in 5 equal installments beginning on August 1, 2004, 2005, 2006, 2007 and 2008, was converted into an option to purchase 1352 shares of common stock to Health Care REIT, Inc. at an exercise price of $26.61 per share.

6. This option, which provided for vesting in 5 equal installments beginning on August 21, 2002, 2003, 2004, 2005, 2006, was converted into an option to purchase 2705 shares of common stock to Health Care REIT, Inc. at an exercise price of $26.61 per share.

7. These units were converted to HCN stock on December 20, 2006 at the exchange rate of .4509 per unit per share.

8. The units of partnership interest in Windrose Medical Properties, L.P., Windrose's oeprating partnership, were disposed pursuant to the Merger Agreement on December 20, 2006. On August 21, 2002, the reporting person's units of partnership interest became redeemable for cash or common shares on a on-for-one basis at the election of Windrose. The units of partnership interest were disposed of pursuant to the Merger Agreement in exchange for 3569 shares of Health Care REIT common stock, having a market value of $41.00 per share at the effective time of the merger.

Remarks:

	/s/ Richard W. Batts	12/22/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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