Ventas, Inc. — Director's Dealing 2014

Dec 15, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: VENTAS INC (VTR)
CIK: 0000740260
Period of Report: 2014-12-12

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-12-11	Common Stock	G	5000	—	Disposed	517086	Direct
2014-12-11	Common Stock	G	5000	—	Acquired	10000	Indirect
2014-12-12	Common Stock	S	5000	$74.7641	Disposed	5000	Indirect
2014-12-12	Common Stock	M	24185	$41.54	Acquired	541271	Direct
2014-12-12	Common Stock	S	24185	$75.0646	Disposed	517086	Direct
2014-12-12	Common Stock	M	48474	$41.54	Acquired	53474	Indirect
2014-12-12	Common Stock	S	48474	$75.0646	Disposed	5000	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-12-12	Stock Option (Right to Buy)	$41.54	M	24185	Disposed	2018-01-22	Common Stock (24185.0)	Direct
2014-12-12	Stock Option (Right to Buy)	$41.54	M	48474	Disposed	2018-01-22	Common Stock (48474.0)	Indirect

Footnotes

F1: Represents a bona fide gift from Reporting Person to the Cafaro-Livingston Charitable Trust, a private charitable foundation (the "Charitable Trust"). Reporting Person is a co-trustee of the Charitable Trust and may be deemed to have shared voting and dispositive power over shares held by the Charitable Trust.

F2: On December 12, 2014, the Charitable Trust transmitted to the Securities and Exchange Commission (the "SEC") a Form 144 covering the sale of the Issuer's common stock reported in Table I. The price reported in column 4 is a weighted average price. These shares were sold by the Charitable Trust in multiple transactions at prices ranging from $74.760 to $74.803, inclusive. The Charitable Trust undertakes to provide Issuer, any security holder of 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: On December 12, 2014, the Reporting Person transmitted to the SEC a Form 144 covering the sale of the Issuer's common stock reported in 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 $75.00 to $75.16, inclusive. The Reporting Person undertakes to provide Issuer, any security holder of 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: On December 12, 2014, The Debra A. Cafaro Insurance Trust (the "Insurance Trust")(of which Reporting Person's spouse is the trustee) transmitted to the SEC a Form 144 covering the sale of the Issuer's common stock reported in Table I. The price reported in column 4 is a weighted average price. These shares were sold by the Insurance Trust in multiple transactions at prices ranging from $75.00 to $75.16, inclusive. The Insurance Trust undertakes to provide Issuer, any security holder of 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 (4).

F5: Reporting Person disclaims beneficial ownership of these 5,000 shares except to the extent of the Reporting Person's pecuniary interest in the shares.

F6: These options were part of a previously reported grant of 428,560 on January 22, 2008 by the Issuer to the Reporting Person (a portion of which was subsequently gifted to the Insurance Trust) that vested in three equal annual installments beginning on January 22, 2008.

F7: As of December 12, 2014, Reporting Person owns directly and indirectly by trust options to purchase an aggregate of 1,144,487 shares of Issuer's common stock.