Ventas, Inc. — Director's Dealing 2020

Feb 26, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Ventas, Inc. (VTR)
CIK: 0000740260
Period of Report: 2020-02-24

Reporting Person: Probst Robert F (EVP and CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-02-24	Common Stock	A	12108	—	Acquired	86133	Direct
2020-02-24	Common Stock	F	5363	$63.05	Disposed	80770	Direct
2020-02-24	Common Stock	A	19470	—	Acquired	100240	Direct

Footnotes

F1: Represents shares of common stock issued as a result of the Issuer having met certain performance criteria during the three-year performance period from January 1, 2017 through December 31, 2019 (the "Performance Period"), pursuant to the Reporting Person's performance-based restricted stock unit ("pRSU") award agreement granted by Issuer on January 18, 2017 in accordance with the Ventas, Inc. 2012 Incentive Plan (the "Plan"). Such units vested in a single installment at the end of the Performance Period, were payable solely in common stock and subject to the terms and conditions of the Plan and paid out on February 24, 2020, following certification of the attainment of certain performance goals by the Executive Compensation Committee of the Issuer's Board of Directors.

F2: Represents shares withheld to pay taxes on the vesting of pRSUs granted on January 18, 2017 under the Plan. Such vested units are payable solely in common stock of the Issuer and subject to the terms of the Plan.

F3: Restricted stock units granted by Issuer pursuant to the Plan. Such units are payable solely in common stock and subject to the terms and conditions of the Plan. The restricted stock units vest in three equal annual installments beginning on the first anniversary of the grant date.

F4: As of February 24, 2020, Reporting Person owns options to purchase an aggregate of 346,140 shares of Issuer's common stock.