Ventas, Inc. — Director's Dealing 2012

Jan 4, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: VENTAS INC (VTR)
CIK: 0000740260
Period of Report: 2011-12-31

Reporting Person: PASQUALE DOUGLAS M (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-12-31	Common Stock	F	4054	$55.13	Disposed	174755	Direct
2012-01-01	Common Stock	A	1028	—	Acquired	175783	Direct
2012-01-03	Common Stock	S	20000	$56.1346	Disposed	155783	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-01-01	Stock Option (Right to Buy)	$55.13	A	5000	Acquired	2022-01-01	Common Stock (5000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	4326	Indirect

Footnotes

F1: Represents shares withheld to pay the taxes on the vesting and settlement of restricted stock units granted by Nationwide Health Properties, Inc. ("NHP") on February 15, 2011 and assumed by the Issuer pursuant to the Agreement and Plan of Merger, dated February 27, 2011, by and among Ventas, Inc., Needles Acquisition LLC and NHP.

F2: Restricted stock granted by Issuer pursuant to the Ventas, Inc. 2006 Stock Plan for Directors (the "Stock Plan"). This restricted stock vests in two equal annual installments beginning on the first anniversary of the date of grant.

F3: On January 3, 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 on 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 $56.00 to $56.32, inclusive. Reporting Person undertakes to provide the Issuer, any security holder of the 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 (3).

F4: These shares are being sold pursuant to a written non-discretionary Rule 10b5-1(c) sales plan dated November 23, 2011.

F5: Stock options granted by Issuer pursuant to the Stock Plan.

F6: These options vest in two equal annual installments beginning on the date of grant.

F7: Represents total number of unexercised stock options held by the Reporting Person as of January 1, 2012.