0001209191-12-002401.txt : 20120105
0001209191-12-002401.hdr.sgml : 20120105
20120105200607
ACCESSION NUMBER: 0001209191-12-002401
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20120103
FILED AS OF DATE: 20120105
DATE AS OF CHANGE: 20120105
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Lazard Senior Housing Partners LP
CENTRAL INDEX KEY: 0001333677
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-10989
FILM NUMBER: 12512907
BUSINESS ADDRESS:
STREET 1: 30 ROCKEFELLER PLAZA 50TH FL
CITY: NEW YORK
STATE: NY
ZIP: 10020
MAIL ADDRESS:
STREET 1: 30 ROCKEFELLER PLAZA 50TH FL
CITY: NEW YORK
STATE: NY
ZIP: 10020
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: LF STRATEGIC REALTY INVESTORS II L P
CENTRAL INDEX KEY: 0001068296
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-10989
FILM NUMBER: 12512904
BUSINESS ADDRESS:
STREET 1: 0
STREET 2: THIRTY ROCKEFELLER PLAZA 63RD FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10020
BUSINESS PHONE: 2129061762
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: LFSRI II CADIM ALTERNATIVE PARTNERSHIP L P
CENTRAL INDEX KEY: 0001068297
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-10989
FILM NUMBER: 12512905
BUSINESS ADDRESS:
STREET 1: LAZARD FRERES
STREET 2: THIRTY ROCKEFELLER PLAZA 63RD FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10020
BUSINESS PHONE: 2129061762
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: LFSRI II ALTERNATIVE PARTNERSHIP L P
CENTRAL INDEX KEY: 0001068298
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-10989
FILM NUMBER: 12512903
BUSINESS ADDRESS:
STREET 1: LAZARD FRERES
STREET 2: THIRTY ROCKEFELLER PLAZA 63RD FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10020
BUSINESS PHONE: 2129061762
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: VENTAS INC
CENTRAL INDEX KEY: 0000740260
STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798]
IRS NUMBER: 611055020
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 111 SOUTH WACKER DRIVE
STREET 2: SUITE 4800
CITY: CHICAGO
STATE: IL
ZIP: 60606
BUSINESS PHONE: (877) 483-6827
MAIL ADDRESS:
STREET 1: 111 SOUTH WACKER DRIVE
STREET 2: SUITE 4800
CITY: CHICAGO
STATE: IL
ZIP: 60606
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: LAZARD FRERES REAL ESTATE INVESTORS LLC
CENTRAL INDEX KEY: 0001042593
STATE OF INCORPORATION: NY
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-10989
FILM NUMBER: 12512902
BUSINESS ADDRESS:
STREET 1: 30 ROCKEFELLER PLAZA
STREET 2: 63RD FL
CITY: NEW YORK
STATE: NY
ZIP: 10020
BUSINESS PHONE: 2126326000
MAIL ADDRESS:
STREET 1: 30 ROCKEFELLER PLAZA
STREET 2: 63RD FL
CITY: NEW YORK
STATE: NY
ZIP: 10020
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: PROMETHEUS SENIOR QUARTERS LLC
CENTRAL INDEX KEY: 0001047605
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-10989
FILM NUMBER: 12512908
BUSINESS ADDRESS:
STREET 1: C/O LAZARD FRERES REAL EST INVESTORS LLC
STREET 2: 30 ROCKEFELLER PLAZA 63RD FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10020
BUSINESS PHONE: 2126326000
MAIL ADDRESS:
STREET 1: C/O LAZARD FRERES REAL EST INVESTORS LLC
STREET 2: 30 ROCKEFELLER PLAZA 63RD FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10020
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Lazard Alternative Investments LLC
CENTRAL INDEX KEY: 0001352821
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-10989
FILM NUMBER: 12512899
BUSINESS ADDRESS:
STREET 1: 30 ROCKEFELLER PLAZA
STREET 2: 50TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10020
BUSINESS PHONE: (212)632-2660
MAIL ADDRESS:
STREET 1: 30 ROCKEFELLER PLAZA
STREET 2: 50TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10020
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Lazard Senior Housing Partners GP LLC
CENTRAL INDEX KEY: 0001519636
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-10989
FILM NUMBER: 12512901
BUSINESS ADDRESS:
STREET 1: 30 ROCKEFELLER PLAZA
STREET 2: 50TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10020
BUSINESS PHONE: 212-632-6000
MAIL ADDRESS:
STREET 1: 30 ROCKEFELLER PLAZA
STREET 2: 50TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10020
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: LSHP Coinvestment Partnership I LP
CENTRAL INDEX KEY: 0001519637
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-10989
FILM NUMBER: 12512906
BUSINESS ADDRESS:
STREET 1: 30 ROCKEFELLER PLAZA
STREET 2: 50TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10020
BUSINESS PHONE: 212-632-6000
MAIL ADDRESS:
STREET 1: 30 ROCKEFELLER PLAZA
STREET 2: 50TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10020
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: LSHP Coinvestment I GP LLC
CENTRAL INDEX KEY: 0001519638
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-10989
FILM NUMBER: 12512900
BUSINESS ADDRESS:
STREET 1: 30 ROCKEFELLER PLAZA
STREET 2: 50TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10020
BUSINESS PHONE: 212-632-6000
MAIL ADDRESS:
STREET 1: 30 ROCKEFELLER PLAZA
STREET 2: 50TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10020
4
1
c26552_4x0.xml
MAIN DOCUMENT DESCRIPTION
X0304
4
2012-01-03
0000740260
VENTAS INC
VTR
0001047605
PROMETHEUS SENIOR QUARTERS LLC
30 ROCKEFELLER PLAZA
NEW YORK
NY
10020
0
0
0
1
See Footnotes 8, 9 and 10
0001333677
Lazard Senior Housing Partners LP
30 ROCKEFELLER PLAZA
NEW YORK
NY
10020
0
0
0
1
See Footnotes 8, 9 and 10
0001519637
LSHP Coinvestment Partnership I LP
30 ROCKEFELLER PLAZA
NEW YORK
NY
10020
0
0
0
1
See Footnotes 8, 9 and 10
0001068297
LFSRI II CADIM ALTERNATIVE PARTNERSHIP L P
30 ROCKEFELLER PLAZA
NEW YORK
NY
10020
0
0
0
1
See Footnotes 8, 9 and 10
0001068296
LF STRATEGIC REALTY INVESTORS II L P
30 ROCKEFELLER PLAZA
NEW YORK
NY
10020
0
0
0
1
See Footnotes 8, 9 and 10
0001068298
LFSRI II ALTERNATIVE PARTNERSHIP L P
30 ROCKEFELLER PLAZA
NEW YORK
NY
10020
0
0
0
1
See Footnotes 8, 9 and 10
0001042593
LAZARD FRERES REAL ESTATE INVESTORS LLC
30 ROCKEFELLER PLAZA
NEW YORK
NY
10020
0
0
0
1
See Footnotes 8, 9 and 10
0001519636
Lazard Senior Housing Partners GP LLC
30 ROCKEFELLER PLAZA
NEW YORK
NY
10020
0
0
0
1
See Footnotes 8, 9 and 10
0001519638
LSHP Coinvestment I GP LLC
30 ROCKEFELLER PLAZA
NEW YORK
NY
10020
0
0
0
1
See Footnotes 8, 9 and 10
0001352821
Lazard Alternative Investments LLC
30 ROCKEFELLER PLAZA
NEW YORK
NY
10020
0
0
0
1
See Footnotes 8, 9 and 10
Common Stock
2012-01-03
4
S
0
21070658
53.45
D
3700186
I
Footnote
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"),
[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).
On January 3, 2012, Ventas, Inc., a Delaware corporation (the "Issuer"), the Funds and Citigroup Global Markets Inc. (the "Underwriter"), entered into an underwriting agreement, dated January 3, 2012 (the "Underwriting Agreement"), pursuant to which Prometheus, LSHP and LSHP Coinvest, severally and not jointly, agreed to sell 15,135,412, 4,908,094, and 1,027,152 shares of common stock of the Issuer ("Common Stock"), respectively, at a price per share of $53.45 and to settle the sale transactions on January 9, 2012.
Following the transfer described in Footnote 3, Prometheus, LSHP and LSHP Coinvest will be the holders of record of 2,656,006, 861,287 and 180,248 shares of Common Stock, respectively.
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.
[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.
The Form 4 filed by the Reporting Persons on May 16, 2011 (the "May 2011 Form 4") contained a typographical error and mistakenly reported that 61,534 shares of Common Stock were awarded by Atria Senior Living, Inc., a Delaware corporation and an affiliate of the Funds ("ASLI"), to certain employees of ASLI in connection with its incentive compensation arrangements. Only 61,309 shares were awarded. As a result, Prometheus, LSHP and LSHP Coinvest could be deemed to beneficially own an additional 162, 52 and 11 shares of Common Stock, respectively, than what was reported in the May 2011 Form 4 and in a subsequent Form 4 filed by the Reporting Persons on November 2, 2011.
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 (the "Issuer's Board") 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. As a result of the sale transactions reported herein, the Funds no longer own Merger Shares representing 3% or more of the outstanding shares of Common Stock; and therefore, the Funds no longer have a right to designate a nominee to the Issuer's Board.
[continued from Footnote 8] "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.
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, /s/ By: Matthew J. Lustig, Managing Principal
2012-01-05
LAZARD SENIOR HOUSING PARTNERS LP, By: Lazard Senior Housing Partners GP LLC, its General Partner, /s/ By: Matthew J. Lustig, Managing Principal and CEO
2012-01-05
LSHP COINVESTMENT PARTNERSHIP I LP, By: LSHP Coinvestment I GP LLC, its General Partner, /s/ By: Matthew J. Lustig, Managing Principal and CEO
2012-01-05
LFSRI II-CADIM ALTERNATIVE PARTNERSHIP L.P., By: Lazard Freres Real Estate Investors L.L.C., its General Partner, /s/ By: Matthew J. Lustig, Managing Principal
2012-01-05
LF STRATEGIC REALTY INVESTORS II L.P., By: Lazard Freres Real Estate Investors L.L.C., its General Partner, /s/ By: Matthew J. Lustig, Managing Principal
2012-01-05
LFSRI II ALTERNATIVE PARTNERSHIP L.P., By: Lazard Freres Real Estate Investors L.L.C., its General Partner, /s/ By: Matthew J. Lustig, Managing Principal
2012-01-05
LAZARD FRERES REAL ESTATE INVESTORS L.L.C., /s/ By: Matthew J. Lustig, Managing Principal
2012-01-05
LAZARD SENIOR HOUSING PARTNERS GP LLC, /s/ By: Matthew J. Lustig, Managing Principal and CEO
2012-01-05
LSHP COINVESTMENT I GP LLC, /s/ By: Matthew J. Lustig, Managing Principal and CEO
2012-01-05
LAZARD ALTERNATIVE INVESTMENTS LLC, /s/ By: Matthew J. Lustig, Managing Director
2012-01-05