Ventas, Inc. — Director's Dealing 2013

Jan 25, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: VENTAS INC (VTR)
CIK: 0000740260
Period of Report: 2013-01-23

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-01-23	Common Stock	A	63066	—	Acquired	604900	Direct
2013-01-23	Common Stock	F	9869	$65.93	Disposed	595031	Direct
2013-01-24	Common Stock	F	13370	$66.09	Disposed	581661	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-01-23	Stock Option (Right to Buy)	$65.93	A	175739	Acquired	2023-01-23	Common Stock (175739)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	5000	Indirect

Footnotes

F1: Restricted stock granted by Issuer pursuant to the Ventas, Inc. 2012 Incentive Plan (the "Plan"). This restricted stock vests in three equal annual installments beginning on the date of the grant.

F2: Represents shares withheld to pay the taxes on the vesting of restricted stock granted on January 23, 2013 under the Plan.

F3: Represents shares withheld to pay the taxes on the vesting of restricted stock granted on January 24, 2011 under the Ventas, Inc. 2006 Incentive Plan.

F4: Reporting Person disclaims beneficial ownership of these 5,000 shares except to the extent of the Reporting Person's pecuniary interest in the shares.

F5: Stock options granted by Issuer pursuant to the Plan.

F6: These options vest in three equal annual installments beginning on the date of the grant.

F7: Represents total number of unexercised stock options held directly by the Reporting Person as of January 24, 2013. Reporting person also owns indirectly by trust options to purchase 392,720 shares of Issuer's common stock.