FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
VENTAS INC [ VTR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/08/2013 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 03/08/2013 | A | 1,975(1) | A | $0 | 26,331.101 | D | |||
Common Stock | 03/09/2013 | F | 186(2) | D | $70.34 | 26,145.101 | D | |||
Common Stock | 03/11/2013 | M | 3,698 | A | $44.19 | 29,843.101 | D | |||
Common Stock | 03/11/2013 | M | 2,987 | A | $57.19 | 32,830.101 | D | |||
Common Stock | 03/11/2013 | M | 1,200 | A | $55.39 | 34,030.101 | D | |||
Common Stock | 03/11/2013 | S(3) | 7,885 | D | $70.4 | 26,166.585(4) | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Stock Option (Right to Buy) | $70.34 | 03/08/2013 | A | 8,125(5) | 03/08/2014(6) | 03/08/2023 | Common Stock | 8,125 | $0 | 18,410 | D | ||||
Stock Option (Right to Buy) | $44.19 | 03/11/2013 | M | 3,698 | 02/26/2010(7) | 02/26/2020 | Common Stock | 3,698 | $0 | 14,712 | D | ||||
Stock Option (Right to Buy) | $57.19 | 03/11/2013 | M | 2,987 | 02/25/2011(8) | 02/25/2021 | Common Stock | 2,987 | $0 | 11,725 | D | ||||
Stock Option (Right to Buy) | $55.39 | 03/11/2013 | M | 1,200 | 03/09/2013(9) | 03/09/2022 | Common Stock | 1,200 | $0 | 10,525(10) | D |
Explanation of Responses: |
1. Restricted stock granted by Issuer pursuant to the Ventas, Inc. 2012 Incentive Plan (the "Plan"). This restricted stock vests in three equal annual installments beginning on the first anniversary of the date of the grant. |
2. Represents shares withheld to pay the taxes on the vesting of restricted stock granted on March 9, 2012 under the Ventas, Inc. 2006 Incentive Plan. |
3. On March 11, 2013, the Reporting Person transmitted to the Securities and Exchange Commission a Form 144 covering the sale of the Issuer's common stock reported in Table I. |
4. Includes 21.484 shares acquired between February 27, 2013 and March 11, 2013 under the Ventas Employee and Director Stock Purchase Plan. |
5. Stock options granted by Issuer pursuant to the Plan. |
6. These options vest in three equal annual installments beginning on the first anniversary of the date of the grant. |
7. These options were part of a previously reported grant of 3,698 on February 26, 2010 by the Issuer to the Reporting Person that vested in three equal annual installments beginning on February 26, 2010. |
8. These options were part of a previously reported grant of 2,987 on February 25, 2011 by the Issuer to the Reporting Person that vested in three equal annual installments beginning on February 25, 2011. |
9. These options were part of a previously reported grant of 3,600 on March 9, 2012 by the Issuer to the Reporting Person that vested or will vest in three equal annual installments beginning on March 9, 2013. |
10. Represents total number of unexercised stock options held by the Reporting Person as of March 11, 2013. |
Remarks: |
Robert J. Brehl, By: T. Richard Riney, Attorney-In-Fact | 03/12/2013 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |