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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Series E Preferred Stock (1) (2) | $ 32.66 | 08/01/2005 | P | 12 (1) (2) | 08/01/2005 | (3) | Common | 9.1855 | $ 25 (1) (2) | 12 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
BORRA PIER C C/O HEALTH CARE REIT, INC. ONE SEAGATE, SUITE 1500 TOLEDO, OH 43604 |
X |
By: Erin C. Ibele Attorney-in-Fact For: Pier C. Borra | 08/03/2005 | |
**Signature of Reporting Person | Date |
* | 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) | These shares of 6% Series E Cumulative Convertible and Redeemable Preferred Stock, par value $1.00 per share (the "Series E") were issued by the Company in connection with an asset acquisition by the Company from a third party and were subject to an Escrow Agreement, dated as of September 29, 2003, by and among the Company, the third party, its stockholders (which included Mr. Borra) and others. The third party recipient of the Series E transferred 12 shares of the Series E to Mr. Borra in connection with the Termination Agreement, dated as of August 1, 2005, by and among the Company, the third party recipient and others pursuant to the specific terms of the Distribution, Redemption and Termination Agreement and Agreement Regarding Pledged Stock, dated as of September 29, 2003, by and among the third party recipient, Mr. Borra and others who had an interest in the third party recipient. (Continued on following footnote.) |
(2) | (Continued from previous footnote.) These 12 shares are valued at $300 for purposes of the transaction, or $25 of value for each share of Series E received by him. The Series E is convertible to Common Stock of the Company, determined by multiplying the number of shares of the Series E to be converted by the liquidation preference of $25 per share and dividing the product by the conversion price of $32.66 per share of Common Stock to be received. The closing price of the Common Stock of the Company on the New York Stock Exchange on August 1, 2005 was $38.85. |
(3) | Expiration Date is not applicable. |