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* LUSTIG MATTHEW J (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) X Director 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 12/21/2012
	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	12/21/2012		S		3,700,186	D	(1)(2)(3)	0	I	See footnotes (1), (2) and (3)
Common Stock								5,822.791(4)	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

Explanation of Responses:

1. 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 3,700,186 shares of the Issuer's common stock (the "Shares"). 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 (the "Managing Members" and, together with each of LSHP and LSHP Coinvest, the "Funds"). Prior to the Transaction described herein, the general partner of LSHP was Lazard Senior Housing Partners GP LLC, a Delaware limited liability company ("LSHP GP"), the general partner of LSHP Coinvest was LSHP Coinvestment I GP LLC, a Delaware limited liability company ("LSHP Coinvest GP"), the general partner of each of the Managing Members

2. [Continued from previous] was Lazard Freres Real Estate Investors L.L.C., a New York limited liability company ("LFREI"), and the managing member of each of LFREI, LSHP GP and LSHP Coinvest GP was Lazard Alternative Investments LLC, a Delaware limited liability company ("LAI"). Prior to the Transaction described herein, Mr. Lustig, 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, may have been deemed to be a beneficial owner of the Shares to the extent of any pecuniary interest he may have had in the Shares.

3. [Continued from previous] On December 21, 2012, the Issuer acquired 100% of the Funds (the "Transaction"), including the Shares and all other assets owned by the Funds, for an aggregate purchase price of approximately $242 million, plus the transferors' proportionate share of an additional $44 million payment made by the Issuer to extinguish its obligation related to the earnout arising from the 2011 merger transaction involving the Issuer pursuant to which the Shares were acquired. Following the Transaction, Mr. Lustig does not have beneficial ownership of any of the Shares.

4. As of December 21, 2012, Reporting Person also owns options to purchase 8,191 shares of Issuer's common stock.

Remarks:

	Matthew J. Lustig, By: T. Richard Riney, Attorney-In-Fact	12/26/2012
	** Signature of Reporting Person	Date
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