Exhibit 4.1 PREFERRED STOCK SHARES

Exhibit 4.1

NATIONWIDE HEALTH PROPERTIES, INC.

FORMED UNDER THE LAWS OF THE STATE OF MARYLAND

THIS CERTIFIES THAT

IS THE RECORD HOLDER OF

FULLY PAID AND NONASSESSABLE SHARES OF 7.75% SERIES B CUMULATIVE CONVERTIBLE PREFERRED STOCK, PAR VALUE $1.00 PER SHARE

of Nationwide Health Properties, Inc., transferable on the share register of the Corporation by the holder hereof in person or by duly authorized attorney upon surrender of this Certificate properly endorsed. This Certificate is not valid until countersigned by the Transfer Agent and registered by the Registrar. Reference is made to the statement of the reverse hereof with respect to the classes or series of shares, and certain restrictions on the transferability thereof.

Witness the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers.

Dated:

SEAL OF NATIONWIDE HEALTH PROPERTIES, INC. * MARYLAND*

INCORPORATED

OCT. 14, 1985

COUNTERSIGNED AND REGISTERED:

THE BANK OF NEW YORK

TRANSFER AGENT AND REGISTRAR

BY

AUTHORIZED SIGNATURE

NATIONWIDE HEALTH PROPERTIES, INC.

Nationwide Health Properties, Inc. is authorized to issue two classes of shares, Common and Preferred, and the Preferred may be issued in one or more series. The corporation will furnish to any stockholder, on request and without charge, a statement of the designations, preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications and terms and conditions of redemption of the stock of each class, or series, which the corporation is authorized to issue and any other information required by Section 2-211 of the Corporations and Associations Article of the Annotated Code of Maryland. The board of directors of the corporation has authority to fix all or any of the dividend rights, dividend rate, conversion rights, voting rights, rights and terms of redemption (including sinking fund provisions), the redemption price or prices, and the liquidation preferences of any wholly unissued Preferred shares or of any wholly unissued series of Preferred shares, the number of shares constituting any unissued series of Preferred shares, and the designations of such series.

The transfer of these shares to any person who would thereby hold beneficial interest of more than 9.9% of the outstanding shares of stock of the Corporation may be prohibited or void or subject to other transfer restriction or redemption rights as set forth in the Articles of Incorporation. The Corporation will furnish information concerning such restrictions to any stockholder on request and without charge.

The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:

Additional abbreviations may also be used though not in the above list.

CONVERSION NOTICE

THE BANK OF NEW YORK

The undersigned registered owner of shares of 7.75% Series B Cumulative Convertible Preferred Stock (the “Convertible Preferred Stock”) hereby irrevocably exercises the option to convert the number of shares of Convertible Preferred Stock set forth on the front of this share certificate or the portion thereof (wh