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
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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*
Brehl Robert J

(Last) (First) (Middle)
10350 ORMSBY PARK PLACE, SUITE 300

(Street)
LOUISVILLE, KY 40223

(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
X Officer (give title below) Other (specify below)
Chief Acct. Off. & Controller
3. Date of Earliest Transaction (Month/Day/Year)
07/30/2012
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
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 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
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
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).
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