0001209191-11-028790.txt : 20110516
0001209191-11-028790.hdr.sgml : 20110516
20110516215739
ACCESSION NUMBER: 0001209191-11-028790
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20110512
FILED AS OF DATE: 20110516
DATE AS OF CHANGE: 20110516
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 Alternative Investments Holdings LLC
CENTRAL INDEX KEY: 0001519634
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-10989
FILM NUMBER: 11849657
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: LFCM Holdings LLC
CENTRAL INDEX KEY: 0001519704
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-10989
FILM NUMBER: 11849658
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
c17409_4x0.xml
MAIN DOCUMENT DESCRIPTION
X0303
4
2011-05-12
0000740260
VENTAS INC
VTR
0001519704
LFCM Holdings LLC
30 ROCKEFELLER PLAZA
NEW YORK
NY
10020
0
0
1
0
0001519634
Lazard Alternative Investments Holdings LLC
30 ROCKEFELLER PLAZA
NEW YORK
NY
10020
0
0
1
0
Common Stock
2011-05-12
4
S
0
42949
55.54
D
24915594
I
See Footnote
Common Stock
2011-05-12
4
J
0
61534
0
D
24854060
I
See 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 May 12, 2011, Prometheus, LSHP, and LSHP Coinvest transferred 76,791, 24,901 and 5,211 shares of common stock, par value $0.25 per share, (the "Common Stock") of Ventas, Inc., a Delaware corporation (the "Issuer"), respectively, at $55.54 per share to Atria Senior Living, Inc., a Delaware corporation ("ASLI") and wholly-owned subsidiary of the Funds, to facilitate certain incentive compensation arrangements ASLI is making available to its employees pursuant to which such employees acquire such shares. Prometheus, LSHP and LSHP Coinvest retained voting and dispositive power over such shares of Common Stock until such time as they are disposed of by ASLI.
Effective as of May 12, 2011, ASLI sold 42,949 of such shares and awarded 61,534 of such shares to certain employees of ASLI in connection with its incentive compensation arrangements, following approval by each of the Funds.
Following the transfers described above, Prometheus, LSHP and LSHP Coinvest are the holders of record of 17,851,355, 5,788,817 and 1,211,468 shares of Common Stock, respectively.
The shares of Common Stock held by ASLI may be deemed to be beneficially owned by the Funds. 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.
[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.
LAZARD ALTERNATIVE INVESTMENTS HOLDINGS LLC By: /s/James V. Hansford, Chief Financial Officer
2011-05-16
LFCM HOLDINGS LLC By: /s/James V. Hansford, Chief Financial Officer
2011-05-16