Ventas, Inc. — Director's Dealing 2012

Oct 3, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: VENTAS INC (VTR)
CIK: 0000740260
Period of Report: 2012-10-01

Reporting Person: CROCKER DOUGLAS II (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-10-01	Common Stock	A	465.06	$61.82	Acquired	79107.247	Direct
2012-10-03	Common Stock	M	5000	$22.15	Acquired	84107.247	Direct
2012-10-03	Common Stock	M	5000	$27.09	Acquired	89107.247	Direct
2012-10-03	Common Stock	M	5000	$32.02	Acquired	94107.247	Direct
2012-10-03	Common Stock	M	5000	$33.57	Acquired	99107.247	Direct
2012-10-03	Common Stock	S	20000	$62.9494	Disposed	79107.247	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-10-03	Stock Option (Right to Buy)	$22.15	M	5000	Disposed	2014-01-05	Common Stock (5000)	Direct
2012-10-03	Stock Option (Right to Buy)	$27.09	M	5000	Disposed	2015-01-03	Common Stock (5000)	Direct
2012-10-03	Stock Option (Right to Buy)	$32.02	M	5000	Disposed	2016-01-01	Common Stock (5000)	Direct
2012-10-03	Stock Option (Right to Buy)	$33.57	M	5000	Disposed	2019-01-01	Common Stock (5000)	Direct

Footnotes

F1: Common stock in the form of units granted under the Ventas Nonemployee Directors' 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.

F2: Includes 229.370 units acquired on September 28, 2012, under the Plan as a result of dividend equivalents credited with respect to the dividend on Issuer's common stock paid on September 28, 2012.

F3: On October 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 in Table I. 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 $62.86 to $63.02, 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: These options were part of a previously reported grant of 5,000 on January 5, 2004, by the Issuer to the Reporting Person that vested in two equal annual installments beginning on January 5, 2004.

F5: These options were part of a previously reported grant of 5,000 on January 3, 2005, by the Issuer to the Reporting Person that vested in two equal annual installments beginning on January 3, 2005.

F6: These options were part of a previously reported grant of 5,000 on January 1, 2006, by the Issuer to the Reporting Person that vested in two equal annual installments beginning on January 1, 2006.

F7: These options were part of a previously reported grant of 5,000 on January 1, 2009, by the Issuer to the Reporting Person that vested in two equal annual installments beginning on January 1, 2009.

F8: Represents total number of unexercised stock options held by the Reporting Person as of October 3, 2012.