FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT 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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1. Name and Address of Reporting Person * Hood Lynn M   2. Issuer Name and Ticker or Trading Symbol MANOR CARE INC [HCR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Vice President (Last) (First) (Middle) 333 NORTH SUMMIT STREET 3. Date of Earliest Transaction (Month/Day/Year) 12/21/2007 (Street) TOLEDO, OH 43604 4. If Amendment, Date 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 (City) (State) (Zip) 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 12/21/2007   D   6,104.3 (1) D $ 67 (1) 0 D   Common Stock 12/21/2007   D   34.3 (2) D $ 67 (2) 0 I 401(K) Plan

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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 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)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Phantom Stock Units

(3)

12/21/2007

D

2,621.3 (3)

(3)

(3)

Common Stock

2,621.3

$ 67 (3)

0

D

Stock Appreciation Rights

$ 34.3 (4)

12/21/2007

D

2,700 (4)

02/04/2007(4)

02/05/2014(4)

Common Stock

2,700

$ 67 (4)

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Hood Lynn M 333 NORTH SUMMIT STREET TOLEDO, OH 43604			Vice President

Signatures

By: Matthew S. Kang, attorney-in-fact For: Lynn Hood		12/24/2007
**Signature of Reporting Person		Date

Explanation of Responses:

*	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)	This report relates to the exempt disposition of issuer securities by the reporting person pursuant to the Agreement and Plan of Merger, dated as of July 2, 2007, between MCHCR-CP Merger Sub Inc. and the issuer (the "Merger Agreement"). These securities were disposed pursuant to the Merger Agreement in exchange for a cash payment of $67.00 per share.
(2)	Shares of issuer common stock held indirectly under the HCR Manor Care Stock Purchase and Retirement Savings 401(k) Plan (the "401(k) Plan") were disposed pursuant to the Merger Agreement in exchange for the right to receive a cash payment of $67.00 per share, and such cash was reallocated and invested under an alternative investment option under the 401(k) Plan.
(3)	Pursuant to the Merger Agreement, each share of Phantom Stock held under the HCR Manor Care Senior Management Savings Plan for Corporate Officers (the "SMSPCO Plan") ceased to represent the right to receive a share of issuer common stock and was converted into the right to receive an amount in cash equal to $67.00. Such cash was credited under the SMSPCO Plan and may be notionally reinvested in accordance with the terms of the SMSPCO Plan.
(4)	This stock appreciation right, which gave the holder a right to the difference in value (if any) of the underlying issuer common stock, was, in accordance with the Merger Agreement (whether or not then exercisable), canceled and converted into the right to receive a cash payment equal to the product of the number of shares subject to the stock appreciation right as of the effective time of the merger, multiplied by the excess (if any) of the $67.00 per share cash merger consideration over the exercise price per share of the stock appreciation right.

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