SEC FORM 4

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^*

LUSTIG MATTHEW J

(Last)

(First)

(Middle)

30 ROCKEFELLER PLAZA

(Street)

NEW YORK,

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)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/01/2012

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/01/2012		A		340.105⁽¹⁾	A	$55.13	3,812.263	D
Common Stock	01/01/2012		A		1,028⁽²⁾	A	$0	4,848.485⁽³⁾	D
Common Stock								24,770,619⁽⁴⁾⁽⁵⁾	I	See Footnote (4)(5)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$55.13	01/01/2012		A		5,000⁽⁶⁾		01/01/2012⁽⁷⁾	01/01/2022	Common Stock	5,000	$0	8,191⁽⁸⁾	D

Explanation of Responses:

1. Common stock in the form of Units granted under the Ventas Nonemployee Director Deferred Stock Compensation Plan (the "Plan") in lieu of Director fees pursuant to the Director's deferral election. Such Units are payable solely in common stock and subject to the terms and conditions of the Director's deferral election and the Plan.

2. Restricted Stock Units granted by Issuer pursuant to the Ventas, Inc. 2006 Stock Plan for Directors (the "Stock Plan"). Such Units are payable solely in common stock and subject to the terms and conditions of the Director's deferral election and the Stock Plan. These Restricted Stock Units vest in two equal annual installments beginning on the first anniversary of the date of grant.

3. Includes 8.222 Units acquired on December 30, 2011 under the Plan as a result of dividend equivalents credited with respect to the dividend on Issuer's common stock paid on December 30, 2011.

4. Prometheus Senior Quarters LLC, a Delaware limited liability company ("Prometheus"), Lazard Senior Housing Partners LP, a Delaware limited partnership ("LSHP"), and LSHP Coinvestment Partnership I LP, a Delaware limited partnership ("LSHP Coinvest"), collectively, may be deemed to beneficially own 24,770,619 shares of common stock. The Managing Members of Prometheus are LFSRI II-CADIM Alternative Partnership L.P., LF Strategic Realty Investors II L.P. and LFSRI II Alternative Partnership L.P., each a Delaware limited partnership, and Lazard Freres Real Estate Investors L.L.C., a New York limited liability company, ("LFREI") is the general partner of each such limited partnership. Lazard Senior Housing Partners GP LLC, a Delaware limited liability company ("LSHP GP"), is the general partner of LSHP. LSHP Coinvestment I GP LLC, a Delaware limited liability company ("LSHP Coinvest GP"), is the general partner of LSHP Coinvest.

5. [Continued from previous] Lazard Alternative Investments LLC, a Delaware limited liability company ("LAI"), is the managing member of each of LFREI, LSHP GP and LSHP Coinvest GP. In his capacity as Managing Director of LAI, Managing Principal of LFREI and Managing Principal and Chief Executive Officer of each of LSHP GP and LSHP Coinvest GP, Mr. Lustig may be deemed to be the beneficial owner of the securities reported herein. Mr. Lustig expressly disclaims beneficial ownership of the securities reported herein, except to the extent of his pecuniary interest therein, if any.

6. Stock options granted by Issuer pursuant to the Stock Plan.

7. These options vest in two equal annual installments beginning on the date of grant.

8. Represents total number of unexercised stock options held by the Reporting Person as of January 1, 2012.

Remarks:

	Matthew J. Lustig, By: T. Richard Riney, Attorney-In-Fact	01/04/2012
	** 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).
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