Edgar Filing: HEALTH CARE REIT INC /DE/

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF 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 ^*

Â KLIPSCH FRED S

2. Date of Event Requiring Statement (Month/Day/Year)
12/20/2006

3. Issuer Name and Ticker or Trading Symbol
HEALTH CARE REIT INC /DE/ [HCN]

(Last)

(First)

(Middle)

ONE SEAGATE, SUITE 1500

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Vice Chairman

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

TOLEDO,Â OHÂ 43604

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 Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	112,291 ⁽¹⁾	D	Â
Common Stock	22,682 ⁽²⁾	D	Â
Total Common Stock	134,973	D	Â

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Option (RIght to Buy)	12/20/2006	08/15/2012	Common Stock	9,679 ⁽³⁾	$ 26.61	D	Â
Option (Right to Buy)	12/20/2006	08/04/2013	Common Stock	4,509 ⁽³⁾	$ 26.61	D	Â
Option (Right to Buy)	12/20/2006	08/04/2013	Common Stock	3,847 ⁽³⁾	$ 26.61	D	Â
Option (Right to Buy)	12/20/2006	07/26/2014	Common Stock	3,396 ⁽³⁾	$ 26.61	D	Â
Option (Right to Buy)	12/20/2006	07/26/2014	Common Stock	13,527 ⁽³⁾	$ 26.61	D	Â
Option (Right to Buy)	12/20/2006	07/26/2014	Common Stock	2,014 ⁽³⁾	$ 26.61	D	Â
Option (Right to Buy)	12/20/2006	07/25/2015	Common Stock	1,803 ⁽³⁾	$ 33.51	D	Â
Option (Right to Buy)	12/20/2006	07/25/2015	Common Stock	7,214 ⁽³⁾	$ 33.51	D	Â
Option (Right to Buy)	12/20/2006	12/19/2015	Common Stock	33,817 ⁽³⁾	$ 32.8	D	Â
Option (Right to Buy)	12/20/2006	07/31/2016	Common Stock	13,527 ⁽³⁾	$ 32.6	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
KLIPSCH FRED S ONE SEAGATE, SUITE 1500 TOLEDO,Â OHÂ 43604	Â X	Â	Â Vice Chairman	Â

Signatures

By: Erin C. Ibele Attorney-in-Fact For: Fred S. Klipsch		12/29/2006
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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 are being issued pursuant to an Agreement and Plan of Merger by and among Health Care REIT, Inc., Heat Merger Sub, LLC ("Merger Sub"), Heat OP Merger Sub, L.P. ("OP Merger Sub"), Windrose Medical Properties Trust ("Windrose"), and Windrose Medical Properties, L.P. ("Windrose OP") dated as of September 12, 2006 and amended as of October 12, 2006 (the "Merger Agreement") pursuant to which, effective December 20, 2006, Windrose merged with and into Merger Sub and OP Merger Sub merged with and into Windrose OP (collectively, the "Mergers"). The shares are being issued to reflect the conversion in the Mergers of the common shares of beneficial interest of Windrose and the partnership interests of Windrose OP owned by Mr. Klipsch prior to the effective time of the Mergers.
(2)	Mr. Klipsch has the contractual right to receive these shares on January 2, 2007 for no cash consideration as a retention bonus pursuant to a consulting agreement with Health Care REIT, Inc. dated September 12, 2006, which rights vested on December 19, 2006.
(3)	The options are being granted pursuant to the Merger Agreement in exchange for certain options for shares of beneficial interest of Windrose held by Mr. Klipsch prior to the effective time of the Mergers.

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