Ventas, Inc. — Director's Dealing 2012

May 25, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: VENTAS INC (VTR)
CIK: 0000740260
Period of Report: 2012-05-25

Reporting Person: SCHWEINHART RICHARD A (EVP & Chief Fin. Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-05-25	Common Stock	M	41604	$25.19	Acquired	171797.234	Direct
2012-05-25	Common Stock	M	50276	$30.83	Acquired	222073.234	Direct
2012-05-25	Common Stock	M	32713	$43.26	Acquired	254786.234	Direct
2012-05-25	Common Stock	S	124593	$58.1767	Disposed	130193.234	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-05-25	Stock Option (Right to Buy)	$25.19	M	41604	Disposed	2015-01-18	Common Stock (41604)	Direct
2012-05-25	Stock Option (Right to Buy)	$30.83	M	50276	Disposed	2016-01-27	Common Stock (50276)	Direct
2012-05-25	Stock Option (Right to Buy)	$43.26	M	32713	Disposed	2017-01-17	Common Stock (32713)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1605	Indirect

Footnotes

F1: On May 25, 2012, the Reporting Person transmitted to the Securities and Exchange Commission a Form 144 covering the sale of the Issuer's common stock reported on 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 $57.94 to $58.48, inclusive. Reporting Person undertakes to provide the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (1).

F2: These options were part of a previously reported grant of 41,604 on January 18, 2005, by the Issuer to the Reporting Person that vested in three equal installments on January 18, 2005, January 18, 2006 and January 18, 2007.

F3: These options were part of a previously reported grant of 50,276 on January 27, 2006, by the Issuer to the Reporting Person that vested in three equal installments on January 27, 2006, January 27, 2007 and January 27, 2008.

F4: These options were part of a previously reported grant of 32,713 on January 17, 2007, by the Issuer to the Reporting Person that vested in three equal installments on January 17, 2007, January 17, 2008 and January 17, 2009.

F5: Represents total number of unexercised stock options held by the Reporting Person as of May 25, 2012.