Ventas, Inc. — Director's Dealing 2013

Mar 12, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: VENTAS INC (VTR)
CIK: 0000740260
Period of Report: 2013-03-08

Reporting Person: Brehl Robert J (Chief Acct. Off. & Controller)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-03-08	Common Stock	A	1975	—	Acquired	26331.101	Direct
2013-03-09	Common Stock	F	186	$70.34	Disposed	26145.101	Direct
2013-03-11	Common Stock	M	3698	$44.19	Acquired	29843.101	Direct
2013-03-11	Common Stock	M	2987	$57.19	Acquired	32830.101	Direct
2013-03-11	Common Stock	M	1200	$55.39	Acquired	34030.101	Direct
2013-03-11	Common Stock	S	7885	$70.40	Disposed	26166.585	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-03-08	Stock Option (Right to Buy)	$70.34	A	8125	Acquired	2023-03-08	Common Stock (8125)	Direct
2013-03-11	Stock Option (Right to Buy)	$44.19	M	3698	Disposed	2020-02-26	Common Stock (3698)	Direct
2013-03-11	Stock Option (Right to Buy)	$57.19	M	2987	Disposed	2021-02-25	Common Stock (2987)	Direct
2013-03-11	Stock Option (Right to Buy)	$55.39	M	1200	Disposed	2022-03-09	Common Stock (1200)	Direct

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 first anniversary of the date of the grant.

F2: Represents shares withheld to pay the taxes on the vesting of restricted stock granted on March 9, 2012 under the Ventas, Inc. 2006 Incentive Plan.

F3: On March 11, 2013, the Reporting Person transmitted to the Securities and Exchange Commission a Form 144 covering the sale of the Issuer's common stock reported in Table I.

F4: Includes 21.484 shares acquired between February 27, 2013 and March 11, 2013 under the Ventas Employee and Director Stock Purchase Plan.

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

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

F7: These options were part of a previously reported grant of 3,698 on February 26, 2010 by the Issuer to the Reporting Person that vested in three equal annual installments beginning on February 26, 2010.

F8: These options were part of a previously reported grant of 2,987 on February 25, 2011 by the Issuer to the Reporting Person that vested in three equal annual installments beginning on February 25, 2011.

F9: These options were part of a previously reported grant of 3,600 on March 9, 2012 by the Issuer to the Reporting Person that vested or will vest in three equal annual installments beginning on March 9, 2013.

F10: Represents total number of unexercised stock options held by the Reporting Person as of March 11, 2013.