Sec Form 4 Filing - CAFARO DEBRA A @ VENTAS INC - 2015-01-12

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person CAFARO DEBRA A 2. Issuer Name and Ticker or Trading Symbol VENTAS INC [ VTR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chairman and CEO (Last) (First) (Middle) 353 N. CLARK STREET, SUITE 3300 3. Date of Earliest Transaction (MM/DD/YY) 01/12/2015 (Street) CHICAGO, IL60654 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 01/12/2015 M 9,848 A $ 28.96 14,848 I By Trust Common Stock 01/12/2015 S( 1 )( 2 ) 9,848 D $ 77.0067 5,000 I By Trust Common Stock 01/13/2015 M 7,919 A $ 28.96 12,919 I By Trust Common Stock 01/13/2015 S( 1 ) 7,919 D $ 77 5,000 ( 3 ) I By Trust Common Stock 507,086 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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) $ 28.96 01/12/2015 M 9,848 ( 4 ) 01/21/2009 01/21/2019 Common Stock 9,848 $ 0 7,919 I By Trust Stock Option (Right to Buy) $ 28.96 01/13/2015 M 7,919 ( 4 ) 01/21/2009 01/21/2019 Common Stock 7,919 $ 0 0 ( 5 ) I By Trust

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other CAFARO DEBRA A 353 N. CLARK STREET SUITE 3300 CHICAGO, IL60654 X Chairman and CEO Signatures Debra A. Cafaro, By: T. Richard Riney, Attorney-In-Fact 01/14/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On January 12, 2015, The Debra A. Cafaro Insurance Trust (the "Trust")(of which Reporting Person's spouse is the trustee) transmitted to the SEC a Form 144 covering the sale of the Issuer's common stock reported in Table I. The shares are being sold pursuant to a written non-discretionary 10b5-1(c) sales plan dated October 2, 2014 entered into by the Trust. ( 2 )The price reported in column 4 is a weighted average price. These shares were sold by the Trust in multiple transactions at prices ranging from $77.00 to $77.05, inclusive. The Trust undertakes to provide Issuer, any security holder of Issuer or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (2). ( 3 )Reporting Person disclaims beneficial ownership of these 5,000 shares except to the extent of the Reporting Person's pecuniary interest in the shares. ( 4 )These options were part of a previously reported grant of 173,301 on January 21, 2009 by the Issuer to the Reporting Person (a portion of which was subsequently gifted to the Trust) that vested in three equal annual installments beginning on January 21, 2009. ( 5 )As of January 13, 2015, Reporting Person owns options to purchase an aggregate of 1,056,527 shares of Issuer's common stock.

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).

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