SEC FORM 4

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

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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^*

CHAPMAN GEORGE L

(Last)

(First)

(Middle)

4500 DORR STREET

(Street)

TOLEDO

43615

(City)

(State)

(Zip)

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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman, CEO and President

3. Date of Earliest Transaction (Month/Day/Year)
01/10/2011

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)
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	01/10/2011		J⁽¹⁾	V	79,159.2953	D	$0.00	249,955.9482	D
Common Stock								12,809.664	I	IRA⁽²⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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	$0.00⁽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	$0.00⁽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	$0.00⁽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	$0.00⁽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	$0.00⁽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	$0.00⁽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	$0.00⁽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	$0.00⁽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	$0.00⁽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	$0.00⁽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	$0.00⁽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	$0.00⁽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	$0.00⁽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	$0.00⁽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	$0.00⁽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	$0.00⁽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	$0.00⁽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	$0.00⁽⁹⁾	84,820	D

Explanation of Responses:

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.

Remarks:

	By: Erin C. Ibele Attorney-in-Fact For: George L. Chapman	01/14/2011
	** 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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