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
	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) ONE SEAGATE SUITE 1500 (Street) TOLEDO OH 43604 (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) 01/28/2010
	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 Stock	01/31/2010		A		60,000(1)	A	$0.00(1)	395,589.5905	D
Common Stock	01/31/2010		A		6,342(2)	A	$0.00(2)	401,931.5905	D
Common Stock	01/31/2010		F		25,320(3)	D	$43	376,611.5905	D
Common Stock	01/31/2010		F		2,676(4)	D	$43	373,935.5905	D
Common Stock	01/31/2010		F		25,320(5)	D	$43	348,615.5905	D
Common Stock								4,350.8904(6)	I	Account for Son(7)
Common Stock								11,916.9234	I	IRA(8)

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

Explanation of Responses:

1. The reported transaction was the satisfaction of performance contingencies applicable to 60,000 performance share rights granted without cash consideration on January 22, 2007 under the Health Care REIT, Inc. 2005 Long-Term Incentive Plan. The shares remained subject to the further condition of continued employment until January 31, 2010.

2. The reported transaction was the satisfaction of performance contingencies applicable to the accrual of dividend equivalent rights, payable in shares of common stock, on 30,000 of the 60,000 performance share rights granted without cash consideration on January 22, 2007 under the Health Care REIT, Inc. 2005 Long-Term Incentive Plan. The shares remained subject to the further condition of continued employment until January 31, 2010.

3. Tax withholding in shares of common stock on 60,000 performance share rights, calculated and payable at time of full vesting of the rights.

4. Tax withholding in shares of common stock on dividend equivalent rights, payable in shares of common stock, on 30,000 performance share rights, calculated and payable at time of full vesting of the rights.

5. Tax withholding in shares of common stock on 60,000 shares of restricted stock granted on January 22, 2007, which grant was previously reported, and vested on January 31, 2010.

6. George L. Chapman disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that he was or is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

7. Account for son of George L. Chapman.

8. George L. Chapman III SSB IRA Rollover Custodian.

Remarks:

	By: Erin C. Ibele Attorney-in-Fact For: George L. Chapman	02/01/2010
	** 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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