Ventas, Inc. — Director's Dealing 2015

Feb 20, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: VENTAS INC (VTR)
CIK: 0000740260
Period of Report: 2015-02-18

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-02-18	Common Stock	M	10161	$44.56	Acquired	138284	Direct
2015-02-18	Common Stock	M	29220	$53.50	Acquired	167504	Direct
2015-02-18	Common Stock	S	31915	$75.9975	Disposed	135589	Direct
2015-02-18	Common Stock	S	7466	$77.0741	Disposed	128123	Direct
2015-02-18	Common Stock	S	10300	$76.0079	Disposed	2165	Indirect
2015-02-18	Common Stock	S	2165	$77.1047	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-02-18	Stock Option (Right to Buy)	$44.56	M	10161	Disposed	2020-01-20	Common Stock (10161.0)	Direct
2015-02-18	Stock Option (Right to Buy)	$53.5	M	29220	Disposed	2021-01-20	Common Stock (29220.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	70000	Indirect
Common Stock	1300	Indirect

Footnotes

F1: On February 18, 2015, 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 in Table I. These shares are being sold pursuant to a written non-discretionary 10b5-1(c) sales plan dated December 16, 2014 entered into by the Reporting Person.

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 $75.62 to $76.49, 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 (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 $76.67 to $77.32, 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 February 18, 2015, The Riney Family Trust (the "Trust") transmitted to the SEC a Form 144 covering the sale of the Issuer's common stock reported in Table I. These shares are being sold pursuant to a written non-discretionary 10b5-1(c) sales plan dated December 16, 2014 entered into by the Trust.

F5: 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 $75.68 to $76.49, inclusive. The 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 (5).

F6: 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 $76.86 to $77.31, inclusive. The 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 (6).

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 beginning on January 20, 2010.

F8: These options were part of a previously reported grant of 29,220 on January 20, 2011 by the Issuer to the Reporting Person that vested in three equal annual installments beginning on January 20, 2011.

F9: As of February 18, 2015, Reporting Person owns options to purchase an aggregate of 201,405 shares of Issuer's common stock.