Ventas, Inc. — Director's Dealing 2012

May 18, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: VENTAS INC (VTR)
CIK: 0000740260
Period of Report: 2012-05-16

Reporting Person: RINEY T RICHARD (EVP, Chief Admin. Off., GC)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-05-16	Common Stock	M	28492	$43.26	Acquired	273051	Direct
2012-05-16	Common Stock	M	60950	$41.54	Acquired	334001	Direct
2012-05-16	Common Stock	M	36938	$28.96	Acquired	370939	Direct
2012-05-16	Common Stock	M	20324	$44.56	Acquired	391263	Direct
2012-05-16	Common Stock	S	145399	$57.8552	Disposed	245864	Direct
2012-05-16	Common Stock	S	1305	$58.4336	Disposed	244559	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-05-16	Stock Option (Right to Buy)	$43.26	M	28492	Disposed	2017-01-17	Common Stock (28492)	Direct
2012-05-16	Stock Option (Right to Buy)	$41.54	M	60950	Disposed	2018-01-22	Common Stock (60950)	Direct
2012-05-16	Stock Option (Right to Buy)	$28.96	M	36938	Disposed	2019-01-21	Common Stock (36938)	Direct
2012-05-16	Stock Option (Right to Buy)	$44.56	M	20324	Disposed	2020-01-20	Common Stock (20324)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1300	Indirect

Footnotes

F1: On May 16, 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 I. These shares are being sold pursuant to a written non-discretionary Rule 10b5-1(c) sales plan dated November 17, 2011.

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 $57.38 to $58.37, 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: 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 $58.38 to $58.52, 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 options were part of a previously reported grant of 28,492 on January 17, 2007 by the Issuer to the Reporting Person that vested in three equal annual installments on January 17, 2007, January 17, 2008 and January 17, 2009.

F5: These options were part of a previously reported grant of 60,950 on January 22, 2008 by the Issuer to the Reporting Person that vested in three equal annual installments on January 22, 2008, January 22, 2009 and January 22, 2010.

F6: These options were part of a previously reported grant of 36,938 on January 21, 2009 by the Issuer to the Reporting Person that vested in three equal annual installments on January 21, 2009, January 21, 2010 and January 21, 2011.

F7: These options were part of a previously reported grant of 30,485 on January 20, 2010 by the Issuer to the Reporting Person that vested in three equal annual installments on January 20, 2010, January 20, 2011 and January 20, 2012.

F8: Represents total number of unexercised stock options held by the Reporting Person as of May 16, 2012.