0001209191-11-028793.txt : 20110516 0001209191-11-028793.hdr.sgml : 20110516 20110516215831 ACCESSION NUMBER: 0001209191-11-028793 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20110512 FILED AS OF DATE: 20110516 DATE AS OF CHANGE: 20110516 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Lazard Senior Housing Partners LP CENTRAL INDEX KEY: 0001333677 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10989 FILM NUMBER: 11849680 BUSINESS ADDRESS: STREET 1: 30 ROCKEFELLER PLAZA 50TH FL CITY: NEW YORK STATE: NY ZIP: 10020 MAIL ADDRESS: STREET 1: 30 ROCKEFELLER PLAZA 50TH FL CITY: NEW YORK STATE: NY ZIP: 10020 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LF STRATEGIC REALTY INVESTORS II L P CENTRAL INDEX KEY: 0001068296 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10989 FILM NUMBER: 11849677 BUSINESS ADDRESS: STREET 1: 0 STREET 2: THIRTY ROCKEFELLER PLAZA 63RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10020 BUSINESS PHONE: 2129061762 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LFSRI II CADIM ALTERNATIVE PARTNERSHIP L P CENTRAL INDEX KEY: 0001068297 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10989 FILM NUMBER: 11849678 BUSINESS ADDRESS: STREET 1: LAZARD FRERES STREET 2: THIRTY ROCKEFELLER PLAZA 63RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10020 BUSINESS PHONE: 2129061762 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LFSRI II ALTERNATIVE PARTNERSHIP L P CENTRAL INDEX KEY: 0001068298 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10989 FILM NUMBER: 11849676 BUSINESS ADDRESS: STREET 1: LAZARD FRERES STREET 2: THIRTY ROCKEFELLER PLAZA 63RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10020 BUSINESS PHONE: 2129061762 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: VENTAS INC CENTRAL INDEX KEY: 0000740260 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 611055020 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 111 SOUTH WACKER DRIVE STREET 2: SUITE 4800 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: (877) 483-6827 MAIL ADDRESS: STREET 1: 111 SOUTH WACKER DRIVE STREET 2: SUITE 4800 CITY: CHICAGO STATE: IL ZIP: 60606 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LAZARD FRERES REAL ESTATE INVESTORS LLC CENTRAL INDEX KEY: 0001042593 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10989 FILM NUMBER: 11849675 BUSINESS ADDRESS: STREET 1: 30 ROCKEFELLER PLAZA STREET 2: 63RD FL CITY: NEW YORK STATE: NY ZIP: 10020 BUSINESS PHONE: 2126326000 MAIL ADDRESS: STREET 1: 30 ROCKEFELLER PLAZA STREET 2: 63RD FL CITY: NEW YORK STATE: NY ZIP: 10020 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: PROMETHEUS SENIOR QUARTERS LLC CENTRAL INDEX KEY: 0001047605 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10989 FILM NUMBER: 11849681 BUSINESS ADDRESS: STREET 1: C/O LAZARD FRERES REAL EST INVESTORS LLC STREET 2: 30 ROCKEFELLER PLAZA 63RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10020 BUSINESS PHONE: 2126326000 MAIL ADDRESS: STREET 1: C/O LAZARD FRERES REAL EST INVESTORS LLC STREET 2: 30 ROCKEFELLER PLAZA 63RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10020 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Lazard Alternative Investments Holdings LLC CENTRAL INDEX KEY: 0001519634 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10989 FILM NUMBER: 11849682 BUSINESS ADDRESS: STREET 1: 30 ROCKEFELLER PLAZA STREET 2: 50TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10020 BUSINESS PHONE: 212-632-6000 MAIL ADDRESS: STREET 1: 30 ROCKEFELLER PLAZA STREET 2: 50TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10020 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Lazard Senior Housing Partners GP LLC CENTRAL INDEX KEY: 0001519636 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10989 FILM NUMBER: 11849674 BUSINESS ADDRESS: STREET 1: 30 ROCKEFELLER PLAZA STREET 2: 50TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10020 BUSINESS PHONE: 212-632-6000 MAIL ADDRESS: STREET 1: 30 ROCKEFELLER PLAZA STREET 2: 50TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10020 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LSHP Coinvestment Partnership I LP CENTRAL INDEX KEY: 0001519637 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10989 FILM NUMBER: 11849679 BUSINESS ADDRESS: STREET 1: 30 ROCKEFELLER PLAZA STREET 2: 50TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10020 BUSINESS PHONE: 212-632-6000 MAIL ADDRESS: STREET 1: 30 ROCKEFELLER PLAZA STREET 2: 50TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10020 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LSHP Coinvestment I GP LLC CENTRAL INDEX KEY: 0001519638 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10989 FILM NUMBER: 11849673 BUSINESS ADDRESS: STREET 1: 30 ROCKEFELLER PLAZA STREET 2: 50TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10020 BUSINESS PHONE: 212-632-6000 MAIL ADDRESS: STREET 1: 30 ROCKEFELLER PLAZA STREET 2: 50TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10020 4 1 c17407_4x0.xml MAIN DOCUMENT DESCRIPTION X0303 4 2011-05-12 0000740260 VENTAS INC VTR 0001047605 PROMETHEUS SENIOR QUARTERS LLC 30 ROCKEFELLER PLAZA NEW YORK NY 10020 0 0 1 0 0001333677 Lazard Senior Housing Partners LP 30 ROCKEFELLER PLAZA NEW YORK NY 10020 0 0 1 0 0001519637 LSHP Coinvestment Partnership I LP 30 ROCKEFELLER PLAZA NEW YORK NY 10020 0 0 1 0 0001068297 LFSRI II CADIM ALTERNATIVE PARTNERSHIP L P 30 ROCKEFELLER PLAZA NEW YORK NY 10020 0 0 1 0 0001068296 LF STRATEGIC REALTY INVESTORS II L P 30 ROCKEFELLER PLAZA NEW YORK NY 10020 0 0 1 0 0001068298 LFSRI II ALTERNATIVE PARTNERSHIP L P 30 ROCKEFELLER PLAZA NEW YORK NY 10020 0 0 1 0 0001042593 LAZARD FRERES REAL ESTATE INVESTORS LLC 30 ROCKEFELLER PLAZA NEW YORK NY 10020 0 0 1 0 0001519636 Lazard Senior Housing Partners GP LLC 30 ROCKEFELLER PLAZA NEW YORK NY 10020 0 0 1 0 0001519638 LSHP Coinvestment I GP LLC 30 ROCKEFELLER PLAZA NEW YORK NY 10020 0 0 1 0 0001519634 Lazard Alternative Investments Holdings LLC 30 ROCKEFELLER PLAZA NEW YORK NY 10020 0 0 1 0 Common Stock 2011-05-12 4 S 0 42949 55.54 D 24915594 I See Footnote Common Stock 2011-05-12 4 J 0 61534 0 D 24854060 I See Footnote This statement is being filed jointly by (i) Prometheus Senior Quarters LLC, a Delaware limited liability company ("Prometheus"), (ii) Lazard Senior Housing Partners LP, a Delaware limited partnership ("LSHP"), (iii) LSHP Coinvestment Partnership I LP, a Delaware limited partnership ("LSHP Coinvest" and, together with Prometheus and LSHP, the "Funds"), (iv) LFSRI II-CADIM Alternative Partnership L.P., a Delaware limited partnership, (v) LF Strategic Realty Investors II L.P., a Delaware limited partnership, (vi) LFSRI II Alternative Partnership L.P., a Delaware limited partnership, (vii) Lazard Freres Real Estate Investors L.L.C., a New York limited liability company ("LFREI"), (viii) Lazard Senior Housing Partners GP LLC, a Delaware limited liability company ("LSHP GP"), [continued from Footnote 1](ix) LSHP Coinvestment I GP LLC, a Delaware limited liability company ("LSHP Coinvest GP"), (x) Lazard Alternative Investments LLC, a Delaware limited liability company ("LAI"), (xi) Lazard Alternative Investments Holdings LLC, a Delaware limited liability company ("LAI Holdings"), and (xii) LFCM Holdings LLC, a Delaware limited liability company (all of such entities are collectively referred to as the "Reporting Persons"). As a result of the 10 Reporting Person per joint filing limitation of the electronic system, this Form 4 is being filed in duplicate (10 Reporting Persons have filed on this Form 4 and 2 Reporting Persons have filed on a duplicate Form 4). On May 12, 2011, Prometheus, LSHP, and LSHP Coinvest transferred 76,791, 24,901 and 5,211 shares of common stock, par value $0.25 per share, (the "Common Stock") of Ventas, Inc., a Delaware corporation (the "Issuer"), respectively, at $55.54 per share to Atria Senior Living, Inc., a Delaware corporation ("ASLI") and wholly-owned subsidiary of the Funds, to facilitate certain incentive compensation arrangements ASLI is making available to its employees pursuant to which such employees acquire such shares. Prometheus, LSHP and LSHP Coinvest retained voting and dispositive power over such shares of Common Stock until such time as they are disposed of by ASLI. Effective as of May 12, 2011, ASLI sold 42,949 of such shares and awarded 61,534 of such shares to certain employees of ASLI in connection with its incentive compensation arrangements, following approval by each of the Funds. Following the transfers described above, Prometheus, LSHP and LSHP Coinvest are the holders of record of 17,851,355, 5,788,817 and 1,211,468 shares of Common Stock, respectively. The shares of Common Stock held by ASLI may be deemed to be beneficially owned by the Funds. The shares of Common Stock beneficially owned by Prometheus may be deemed to be beneficially owned by each of LFSRI II-CADIM Alternative Partnership L.P., LF Strategic Realty Investors II L.P. and LFSRI II Alternative Partnership L.P., as its Managing Members, and by LFREI, as their general partner. The shares of Common Stock beneficially owned by LSHP may be deemed to be beneficially owned by LSHP GP, as its general partner. [continued from Footnote 5] LAI (as the Managing Member of each of LFREI, LSHP GP and LSHP Coinvest GP), LAI Holdings (as the parent of LAI), and LFCM Holdings LLC (as the parent of Lazard Alternative Investments Holdings LLC and the ultimate parent of LAI) may be deemed to beneficially own the shares of Common Stock beneficially owned by the Funds. Each of the Reporting Persons expressly disclaims beneficial ownership of the shares of Common Stock reported herein, except to the extent of its pecuniary interest therein, if any. PROMETHEUS SENIOR QUARTERS LLC, By: Lazard Freres Real Estate Investors L.L.C., the General Partner of its Managing Members, By: /s/ Matthew J Lustig, Managing Principal 2011-05-16 LAZARD SENIOR HOUSING PARTNERS LP, By: Lazard Senior Housing Partners GP LLC, its General Partner, By: /s/ Matthew J. Lustig, Managing Principal and CEO 2011-05-16 LSHP COINVESTMENT PARTNERSHIP I LP, By: LSHP Coinvestment I GP LLC, its General Partner, By: /s/ Matthew J. Lustig, Managing Principal and CEO 2011-05-16 LFSRI II-CADIM ALTERNATIVE PARTNERSHIP L.P., By: Lazard Freres Real Estate Investors L.L.C., its General Partner, By: /s/ Matthew J. Lustig, Managing Principal 2011-05-16 LF STRATEGIC REALTY INVESTORS II L.P., By: Lazard Freres Real Estate Investors L.L.C., its General Partner, By: /s/ Matthew J. Lustig, Managing Principal 2011-05-16 LFSRI II ALTERNATIVE PARTNERSHIP L.P, By: Lazard Freres Real Estate Investors L.L.C., its General Partner, By: /s/ Matthew J. Lustig, Managing Principal 2011-05-16 LAZARD FRERES REAL ESTATE INVESTORS L.L.C., By: /s/ Matthew J. Lustig, Managing Principal 2011-05-16 LAZARD SENIOR HOUSING PARTNERS GP LLC, By: /s/ Matthew J. Lustig, Managing Principal and CEO 2011-05-16 LSHP COINVESTMENT I GP LLC, By: /s/ Matthew J. Lustig, Managing Principal and CEO 2011-05-16 LAZARD ALTERNATIVE INVESTMENTS LLC, By: /s/ Matthew J. Lustig, Managing Director 2011-05-16