Ventas, Inc. — Director's Dealing 2012

Aug 3, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: VENTAS INC (VTR)
CIK: 0000740260
Period of Report: 2012-08-01

Reporting Person: CAFARO DEBRA A (Director, Chairman and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-08-01	Common Stock	M	95534	$28.96	Acquired	786886	Direct
2012-08-01	Common Stock	S	211400	$67.225	Disposed	575486	Direct
2012-08-01	Common Stock	S	12064	$67.8926	Disposed	563422	Direct
2012-08-02	Common Stock	S	10800	$67.00	Disposed	552622	Direct
2012-08-01	Common Stock	M	30000	$28.96	Acquired	35000	Indirect
2012-08-01	Common Stock	S	28369	$67.2247	Disposed	6631	Indirect
2012-08-01	Common Stock	S	1631	$67.8933	Disposed	5000	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-08-01	Stock Option (Right to Buy)	$28.96	M	95534	Disposed	2019-01-21	Common Stock (95534)	Direct
2012-08-01	Stock Option (Right to Buy)	$28.96	M	30000	Disposed	2019-01-21	Common Stock (30000)	Indirect

Footnotes

F1: On August 1, 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 I. These shares are being sold pursuant to a written non-discretionary 10b5-1(c) sales plan dated June 29, 2012 entered into by the Reporting Person.

F2: 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 $66.7600 to $67.7500, 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 (2).

F3: 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 $67.7600 to $68.0186, 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 (3).

F4: On August 1, 2012, The Debra A. Cafaro Insurance Trust (the "Trust") (of which Reporting Person's spouse is the trustee) transmitted to the SEC a Form 144 covering the sale of the Issuer's common stock reported in Table I. These shares are being sold pursuant to a written non-discretionary 10b5-1(c) sales plan dated June 29, 2012 entered into by the Trust.

F5: The price reported in column 4 is a weighted average price. These shares were sold by the Trust in multiple transactions at prices ranging from $66.7600 to $67.7500, inclusive. The Trust 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 (5).

F6: The price reported in column 4 is a weighted average price. These shares were sold by the Trust in multiple transactions at prices ranging from $67.7600 to $68.0186, inclusive. The Trust 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 (6).

F7: Reporting Person disclaims beneficial ownership of these 5,000 shares except to the extent of the Reporting Person's pecuniary interest in the shares.

F8: These options were part of a previously reported grant of 173,301 on January 21, 2009 by the Issuer to the Reporting Person that vested in three equal annual installments beginning on January 21, 2009.

F9: Represents total number of unexercised options held directly by the Reporting Person as of August 1, 2012.

F10: Represents total number of unexercised options held indirectly by the Reporting Person as of August 1, 2012.