| 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 |
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| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
VENTAS INC [ VTR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/30/2012 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 07/30/2012 | M | 5,000 | A | $32.78 | 29,121.501 | D | |||
| Common Stock | 07/30/2012 | M | 7,936 | A | $41.54 | 37,057.501 | D | |||
| Common Stock | 07/30/2012 | M | 7,764 | A | $21.57 | 44,821.501 | D | |||
| Common Stock | 07/30/2012 | S(1) | 20,700 | D | $67.4229 | 24,412.744(2)(3) | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Stock Option (Right to Buy) | $32.78 | 07/30/2012 | M | 5,000 | 01/03/2007(4) | 01/03/2016 | Common Stock | 5,000 | $0 | 25,985 | D | ||||
| Stock Option (Right to Buy) | $41.54 | 07/30/2012 | M | 7,936 | 01/22/2008(5) | 01/22/2018 | Common Stock | 7,936 | $0 | 18,049 | D | ||||
| Stock Option (Right to Buy) | $21.57 | 07/30/2012 | M | 7,764 | 02/27/2009(6) | 02/27/2019 | Common Stock | 7,764 | $0 | 10,285(7) | D | ||||
| Explanation of Responses: |
| 1. On July 30, 2012, the Reporting Person transmitted to the Securities and Exchange Commission (the "SEC") a Form 144 covering the sale of the Issuer's common stock reported in Table 1. The price reported in column 4 is a weighted average price. These shares were sold by the Reporting Person in multiple transactions at prices ranging from $67.32 to $67.46, inclusive. The Reporting Person undertakes to provide Issuer, any security holder of Issuer or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (1). |
| 2. Includes 174.505 shares acquired on March 29, 2012 and June 29, 2012 under the Ventas, Inc. Distribution Reinvestment and Stock Purchase Plan. |
| 3. Includes 116.738 shares acquired between March 13, 2012 and July 31, 2012 under the Ventas Employee and Director Stock Purchase Plan. |
| 4. These options were part of a previously reported grant of 5,000 on January 3, 2006 by the Issuer to the Reporting Person that vested in three equal annual installments beginning on January 3, 2007. |
| 5. These options were part of a previously reported grant of 7,936 on January 22, 2008 by the Issuer to the Reporting Person that vested in three equal annual installments beginning on January 22, 2008. |
| 6. These options were part of a previously reported grant of 7,764 on February 27, 2009 by the Issuer to the Reporting Person that vested in three equal annual installments beginning on February 27, 2009. |
| 7. Represents total number of unexercised stock options held by the Reporting Person as of July 30, 2012. |
| Remarks: |
| Robert J. Brehl, By: T. Richard Riney, Attorney-In-Fact | 08/01/2012 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||