0001209191-12-002402.txt : 20120105 0001209191-12-002402.hdr.sgml : 20120105 20120105200842 ACCESSION NUMBER: 0001209191-12-002402 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20120103 FILED AS OF DATE: 20120105 DATE AS OF CHANGE: 20120105 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 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: 12512909 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: LFCM Holdings LLC CENTRAL INDEX KEY: 0001519704 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10989 FILM NUMBER: 12512910 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 c26553_4x0.xml MAIN DOCUMENT DESCRIPTION X0304 4 2012-01-03 0000740260 VENTAS INC VTR 0001519704 LFCM Holdings LLC 30 ROCKEFELLER PLAZA NEW YORK NY 10020 0 0 0 1 See Footnotes 8, 9 and 10 0001519634 Lazard Alternative Investments Holdings LLC 30 ROCKEFELLER PLAZA NEW YORK NY 10020 0 0 0 1 See Footnotes 8, 9 and 10 Common Stock 2012-01-03 4 S 0 21070658 53.45 D 3700186 I 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 (2 Reporting Persons have filed on this Form 4 and 10 Reporting Persons have filed on a duplicate Form 4). On January 3, 2012, Ventas, Inc., a Delaware corporation (the "Issuer"), the Funds and Citigroup Global Markets Inc. (the "Underwriter"), entered into an underwriting agreement, dated January 3, 2012 (the "Underwriting Agreement"), pursuant to which Prometheus, LSHP and LSHP Coinvest, severally and not jointly, agreed to sell 15,135,412, 4,908,094, and 1,027,152 shares of common stock of the Issuer ("Common Stock"), respectively, at a price per share of $53.45 and to settle the sale transactions on January 9, 2012. Following the transfer described in Footnote 3, Prometheus, LSHP and LSHP Coinvest will be the holders of record of 2,656,006, 861,287 and 180,248 shares of Common Stock, respectively. 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. The shares of Common Stock beneficially owned by LSHP Coinvest may be deemed to be beneficially owned by LSHP Coinvest 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. The Form 4 filed by the Reporting Persons on May 16, 2011 (the "May 2011 Form 4") contained a typographical error and mistakenly reported that 61,534 shares of Common Stock were awarded by Atria Senior Living, Inc., a Delaware corporation and an affiliate of the Funds ("ASLI"), to certain employees of ASLI in connection with its incentive compensation arrangements. Only 61,309 shares were awarded. As a result, Prometheus, LSHP and LSHP Coinvest could be deemed to beneficially own an additional 162, 52 and 11 shares of Common Stock, respectively, than what was reported in the May 2011 Form 4 and in a subsequent Form 4 filed by the Reporting Persons on November 2, 2011. On May 13, 2011, Matthew J. Lustig was appointed to the board of directors of the Issuer pursuant to an agreement, dated May 12, 2011 between the Funds and the Issuer that provides the Funds, collectively, with the right to designate one individual for nomination to the board of directors of the Issuer (the "Issuer's Board") for so long as the Funds and certain transferees collectively beneficially own Merger Shares (as defined below) representing 3% or more of the outstanding shares of the Common Stock. Mr. Lustig is a Managing Director of LAI, Managing Principal of LFREI, and Managing Principal and Chief Executive Officer of each of LSHP GP and LSHP Coinvest GP. As a result of the sale transactions reported herein, the Funds no longer own Merger Shares representing 3% or more of the outstanding shares of Common Stock; and therefore, the Funds no longer have a right to designate a nominee to the Issuer's Board. [continued from Footnote 8] "Merger Shares" means the shares of Common Stock issued to the Funds on May 12, 2011 in connection with the Issuer's acquisition of substantially all of the real estate assets of Atria Senior Living Group, Inc., a Delaware corporation, One Lantern Senior Living Inc., a Delaware corporation, and LSHP Coinvestment I Inc., a Delaware corporation. This filing shall not be deemed an admission that the Reporting Persons are required to file reports with respect to the Issuer for purposes of, or are otherwise subject to, Section 16 of the Exchange Act. LAZARD ALTERNATIVE INVESTMENTS HOLDINGS LLC, By: /s/ James V. Hansford, Chief Financial Officer 2012-01-05 LFCM HOLDINGS LLC, By: /s/ James V. Hansford, Chief Financial Officer 2012-01-05