Ventas, Inc. — Director's Dealing 2021

Feb 26, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Ventas, Inc. (VTR)
CIK: 0000740260
Period of Report: 2021-02-24

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-02-24	Common Stock	A	32177	—	Acquired	761695	Direct
2021-02-24	Common Stock	F	14254	$55.92	Disposed	747441	Direct
2021-02-24	Common Stock	F	6165	$55.92	Disposed	741276	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	127533	Indirect
Common Stock	5000	Indirect

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, 2018 through December 31, 2020 (the "Performance Period"), pursuant to the Reporting Person's performance-based restricted stock unit ("pRSU") award granted by Issuer on January 24, 2018 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, 2021.

F2: Represents shares withheld to pay taxes on the vesting of pRSU's granted to the Reporting Person on January 24, 2018 under the Plan.

F3: Represents shares withheld to pay taxes on the vesting of restricted stock units granted to the Reporting Person on February 24, 2020 under the Plan.

F4: Reflects shares held by the Debra A Cafaro 2020 Trust. Reporting Person disclaims beneficial ownership of these shares except to the extent of the Reporting Person's pecuniary interest in the shares.

F5: Reflects shares held by the Cafaro Family Trust. Reporting Person disclaims beneficial ownership of these shares except to the extent of the Reporting Person's pecuniary interest in the shares.