Ventas, Inc. — Director's Dealing 2016

Aug 18, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: VENTAS INC (VTR)
CIK: 0000740260
Period of Report: 2016-08-16

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-08-16	Common Stock	M	37631	$46.88	Acquired	176170	Direct
2016-08-16	Common Stock	S	37631	$73.0278	Disposed	138539	Direct
2016-08-16	Common Stock	M	69116	$51.85	Acquired	207655	Direct
2016-08-16	Common Stock	S	69116	$73.0278	Disposed	138539	Direct
2016-08-16	Common Stock	S	9000	$73.0297	Disposed	129539	Direct
2016-08-17	Common Stock	M	10995	$51.85	Acquired	140534	Direct
2016-08-17	Common Stock	S	10995	$72.8899	Disposed	129539	Direct
2016-08-17	Common Stock	M	42708	$55.50	Acquired	172247	Direct
2016-08-17	Common Stock	S	42708	$72.8899	Disposed	129539	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-08-16	Stock Option (Right to Buy)	$46.88	M	37631	Acquired	2022-01-18	Common Stock (37631.0)	Direct
2016-08-16	Stock Option (Right to Buy)	$51.85	M	69116	Acquired	2024-01-29	Common Stock (69116.0)	Direct
2016-08-17	Stock Option (Right to Buy)	$51.85	M	10995	Acquired	2024-01-29	Common Stock (10995.0)	Direct
2016-08-17	Stock Option (Right to Buy)	$55.5	M	42708	Acquired	2023-01-23	Common Stock (42708.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	70000	Indirect
Common Stock	1300	Indirect

Footnotes

F1: On August 16, 2016, 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. 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 $72.79 to $73.66, 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 (1).

F2: On August 16, 2016, 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 $72.87 to $73.56, 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: On August 16, 2016, 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 $72.65 to $73.21, 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: These options were part of a previously reported grant by the Issuer to the Reporting Person which vested in three equal annual installments beginning on January 18, 2012.

F5: These options were part of a previously reported grant by the Issuer to the Reporting Person which vested in three equal annual installments beginning on January 29, 2014.

F6: These options were part of a previously reported grant by the Issuer to the Reporting Person which vested in three equal annual installments beginning on January 23, 2013.