SEC Form 4

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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* PROMETHEUS SENIOR QUARTERS LLC (Last) (First) (Middle) 30 ROCKEFELLER PLAZA (Street) NEW YORK NY 10020 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol VENTAS INC [ VTR ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner Officer (give title below) X Other (specify below) See Footnotes 7 and 8
	3. Date of Earliest Transaction (Month/Day/Year) 11/02/2011
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

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	11/02/2011		J		83,441	D(3)	$0	24,770,619(3)(4)(5)(6)	I(3)(4)(5)(6)	Footnote(1)(2)(3)(4)(5)(6)(7)(8)

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 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

1. Name and Address of Reporting Person* PROMETHEUS SENIOR QUARTERS LLC (Last) (First) (Middle) 30 ROCKEFELLER PLAZA (Street) NEW YORK NY 10020 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See Footnotes 7 and 8

1. Name and Address of Reporting Person* Lazard Senior Housing Partners LP (Last) (First) (Middle) 30 ROCKEFELLER PLAZA (Street) NEW YORK NY 10020 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See Footnotes 7 and 8

1. Name and Address of Reporting Person* LSHP Coinvestment Partnership I LP (Last) (First) (Middle) 30 ROCKEFELLER PLAZA (Street) NEW YORK NY 10020 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See Footnotes 7 and 8

1. Name and Address of Reporting Person* LFSRI II CADIM ALTERNATIVE PARTNERSHIP L P (Last) (First) (Middle) 30 ROCKEFELLER PLAZA (Street) NEW YORK NY 10020 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See Footnotes 7 and 8

1. Name and Address of Reporting Person* LF STRATEGIC REALTY INVESTORS II L P (Last) (First) (Middle) 30 ROCKEFELLER PLAZA (Street) NEW YORK NY 10020 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See Footnotes 7 and 8

1. Name and Address of Reporting Person* LFSRI II ALTERNATIVE PARTNERSHIP L P (Last) (First) (Middle) 30 ROCKEFELLER PLAZA (Street) NEW YORK NY 10020 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See Footnotes 7 and 8

1. Name and Address of Reporting Person* LAZARD FRERES REAL ESTATE INVESTORS LLC (Last) (First) (Middle) 30 ROCKEFELLER PLAZA (Street) NEW YORK NY 10020 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See Footnotes 7 and 8

1. Name and Address of Reporting Person* Lazard Senior Housing Partners GP LLC (Last) (First) (Middle) 30 ROCKEFELLER PLAZA (Street) NEW YORK NY 10020 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See Footnotes 7 and 8

1. Name and Address of Reporting Person* LSHP Coinvestment I GP LLC (Last) (First) (Middle) 30 ROCKEFELLER PLAZA (Street) NEW YORK NY 10020 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See Footnotes 7 and 8

1. Name and Address of Reporting Person* Lazard Alternative Investments LLC (Last) (First) (Middle) 30 ROCKEFELLER PLAZA (Street) NEW YORK NY 10020 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See Footnotes 7 and 8

Explanation of Responses:

1. This statement is being filed jointly by (i) Prometheus Senior Quarters LLC, a Delaware limited liability company ("Prometheus"), (ii) Lazard Senior Housing Partners LP, a Delaware limited partnership ("LSHP"), (iii) LSHP Coinvestment Partnership I LP, a Delaware limited partnership ("LSHP Coinvest" and, together with Prometheus and LSHP, the "Funds"), (iv) LFSRI II-CADIM Alternative Partnership L.P., a Delaware limited partnership, (v) LF Strategic Realty Investors II L.P., a Delaware limited partnership, (vi) LFSRI II Alternative Partnership L.P., a Delaware limited partnership, (vii) Lazard Freres Real Estate Investors L.L.C., a New York limited liability company ("LFREI"), (viii) Lazard Senior Housing Partners GP LLC, a Delaware limited liability company ("LSHP GP"),

2. [continued from Footnote 1] (ix) LSHP Coinvestment I GP LLC, a Delaware limited liability company ("LSHP Coinvest GP"), (x) Lazard Alternative Investments LLC, a Delaware limited liability company ("LAI"), (xi) Lazard Alternative Investments Holdings LLC, a Delaware limited liability company ("LAI Holdings"), and (xii) LFCM Holdings LLC, a Delaware limited liability company (all of such entities are collectively referred to as the "Reporting Persons"). As a result of the 10 Reporting Person per joint filing limitation of the electronic system, this Form 4 is being filed in duplicate (10 Reporting Persons have filed on this Form 4 and 2 Reporting Persons have filed on a duplicate Form 4).

3. On November 2, 2011, Ventas Inc., a Delaware corporation (the "Issuer"), and the Funds agreed to the cancellation of 59,937 shares of common stock, par value $0.25 (the "Common Stock"), of the Issuer held by Prometheus, 19,436 shares of Common Stock held by LSHP and 4,068 shares of Common Stock held by LSHP Coinvest in satisfaction of the settlement of the post-closing merger consideration adjustment set forth in the merger agreement relating to the transaction referred to in Note (7) below and the allocation between the Issuer and the Funds of certain taxes and expenses related to the transaction referred to in Note (7) below.

4. Following the transfer described in Footnote 3, Prometheus, LSHP and LSHP Coinvest will be the holders of record of 17,791,418, 5,769,381 and 1,207,400 shares of Common Stock, respectively.

5. The shares of Common Stock beneficially owned by Prometheus may be deemed to be beneficially owned by each of LFSRI II-CADIM Alternative Partnership L.P., LF Strategic Realty Investors II L.P. and LFSRI II Alternative Partnership L.P., as its Managing Members, and by LFREI, as their general partner. The shares of Common Stock beneficially owned by LSHP may be deemed to be beneficially owned by LSHP GP, as its general partner. The shares of Common Stock beneficially owned by LSHP Coinvest may be deemed to be beneficially owned by LSHP Coinvest GP, as its general partner.

6. [continued from Footnote 5] LAI (as the Managing Member of each of LFREI, LSHP GP and LSHP Coinvest GP), LAI Holdings (as the parent of LAI), and LFCM Holdings LLC (as the parent of Lazard Alternative Investments Holdings LLC and the ultimate parent of LAI) may be deemed to beneficially own the shares of Common Stock beneficially owned by the Funds. Each of the Reporting Persons expressly disclaims beneficial ownership of the shares of Common Stock reported herein, except to the extent of its pecuniary interest therein, if any.

7. On May 13, 2011, Matthew J. Lustig was appointed to the board of directors of the Issuer pursuant to an agreement, dated May 12, 2011, between the Funds and the Issuer that provides the Funds, collectively, with the right to designate one individual for nomination to the board of directors of the Issuer for so long as the Funds and certain transferees collectively beneficially own Merger Shares (as defined below) representing 3% or more of the outstanding shares of the Common Stock. Mr. Lustig is a Managing Director of LAI, Managing Principal of LFREI, and Managing Principal and Chief Executive Officer of each of LSHP GP and LSHP Coinvest GP. "Merger Shares" means the shares of Common Stock issued to the Funds on May 12, 2011 in connection with the Issuer's acquisition of substantially all of the real estate assets of Atria Senior Living Group, Inc., a Delaware corporation, One Lantern Senior Living Inc., a Delaware corporation, and LSHP Coinvestment I Inc., a Delaware corporation.

8. This filing shall not be deemed an admission that the Reporting Persons are required to file reports with respect to the Issuer for purposes of, or are otherwise subject to, Section 16 of the Exchange Act.

	PROMETHEUS SENIOR QUARTERS LLC, By: Lazard Freres Real Estate Investors L.L.C., the General Partner of its Managing Members, By: Matthew J. Lustig, Managing Principal	11/02/2011
	LAZARD SENIOR HOUSING PARTNERS LP, By: Lazard Senior Housing Partners GP LLC, its General Partner, By: Matthew J. Lustig, Managing Principal and CEO	11/02/2011
	LSHP COINVESTMENT PARTNERSHIP I LP, By: LSHP Coinvestment I GP LLC, its General Partner, By: Matthew J. Lustig, Managing Principal and CEO	11/02/2011
	LFSRI II-CADIM ALTERNATIVE PARTNERSHIP L.P., By: Lazard Freres Real Estate Investors L.L.C., its General Partner, By: Matthew J. Lustig, Managing Principal	11/02/2011
	LF STRATEGIC REALTY INVESTORS II L.P., By: Lazard Freres Real Estate Investors L.L.C., its General Partner, By: Matthew J. Lustig, Managing Principal	11/02/2011
	LFSRI II ALTERNATIVE PARTNERSHIP L.P., By: Lazard Freres Real Estate Investors L.L.C., its General Partner, By: Matthew J. Lustig, Managing Principal	11/02/2011
	LAZARD FRERES REAL ESTATE INVESTORS L.L.C., By: Matthew J. Lustig, Managing Principal	11/02/2011
	LAZARD SENIOR HOUSING PARTNERS GP LLC, By: Matthew J. Lustig, Managing Principal and CEO	11/02/2011
	LSHP COINVESTMENT I GP LLC, By: Matthew J. Lustig, Managing Principal and CEO	11/02/2011
	LAZARD ALTERNATIVE INVESTMENTS LLC, By: Matthew J. Lustig, Managing Director	11/02/2011
	** Signature of Reporting Person	Date
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