Ventas, Inc. — Director's Dealing 2012

Jan 31, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: VENTAS INC (VTR)
CIK: 0000740260
Period of Report: 2012-01-27

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-01-27	Common Stock	G	8400	—	Disposed	758852	Direct
2012-01-27	Common Stock	G	8400	—	Acquired	13400	Indirect
2012-01-27	Common Stock	S	8400	$58.8428	Disposed	5000	Indirect

Footnotes

F1: Represents a bona fide gift from the Reporting Person to the Cafaro-Livingston Charitable Trust, a private charitable foundation (the "Trust"). Reporting Person is a co-trustee of the Trust and may be deemed to have shared voting and dispositive power over shares held by the Trust. Reporting Person disclaims beneficial ownership of these 8,400 shares because the Reporting Person has no pecuniary interest in the shares.

F2: On January 27, 2012, the Trust transmitted to the Securities and Exchange Commission (the "SEC") 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 Trust in multiple transactions, at prices ranging from $58.80 to $58.87, 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 (2).

F3: Reflects shares held by the Cafaro Family Trust, of which Reporting Person's spouse is the trustee. Reporting Person disclaims beneficial ownership of these 5,000 shares except to the extent of the Reporting Person's pecuniary interest in the shares.

F4: As of January 27, 2012, Reporting Person also owns directly and indirectly by trust options to purchase 1,186,923 shares of Issuer's common stock.