Sec Form 4 Filing - RINEY T RICHARD @ VENTAS INC - 2015-02-18

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 RINEY T RICHARD 2. Issuer Name and Ticker or Trading Symbol VENTAS INC [ VTR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) EVP, Chief Admin. Off., GC (Last) (First) (Middle) 10350 ORMSBY PARK PLACE, SUITE 300 3. Date of Earliest Transaction (MM/DD/YY) 02/18/2015 (Street) LOUISVILLE,, KY40223 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 02/18/2015 M 10,161 A $ 44.56 138,284 D Common Stock 02/18/2015 M 29,220 A $ 53.5 167,504 D Common Stock 02/18/2015 S( 1 )( 2 ) 31,915 D $ 75.9975 135,589 D Common Stock 02/18/2015 S( 1 )( 3 ) 7,466 D $ 77.0741 128,123 D Common Stock 02/18/2015 S( 4 )( 5 ) 10,300 D $ 76.0079 2,165 I By Trust Common Stock 02/18/2015 S( 4 )( 6 ) 2,165 D $ 77.1047 0 I By Trust Common Stock 70,000 I By Spouse Common Stock 1,300 I By IRA

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) $ 44.56 02/18/2015 M 10,161 01/20/2010( 7 ) 01/20/2020 Common Stock 10,161 $ 0 0 D Stock Option (Right to Buy) $ 53.5 02/18/2015 M 29,220 01/20/2011( 8 ) 01/20/2021 Common Stock 29,220 $ 0 0 ( 9 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other RINEY T RICHARD 10350 ORMSBY PARK PLACE SUITE 300 LOUISVILLE,, KY40223 EVP, Chief Admin. Off., GC Signatures T. Richard Riney 02/20/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On February 18, 2015, the Reporting Person transmitted to the Securities and Exchange Commission (the "SEC") a Form 144 covering the sale of the Issuer's common stock reported in Table I. These shares are being sold pursuant to a written non-discretionary 10b5-1(c) sales plan dated December 16, 2014 entered into by the Reporting Person. ( 2 )The price reported in column 4 is a weighted average price. These shares were sold by the Reporting Person in multiple transactions at prices ranging from $75.62 to $76.49, inclusive. The Reporting Person 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 )The price reported in column 4 is a weighted average price. These shares were sold by the Reporting Person in multiple transactions at prices ranging from $76.67 to $77.32, inclusive. The Reporting Person 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 (3). ( 4 )On February 18, 2015, The Riney Family Trust (the "Trust") transmitted to the SEC a Form 144 covering the sale of the Issuer's common stock reported in Table I. These shares are being sold pursuant to a written non-discretionary 10b5-1(c) sales plan dated December 16, 2014 entered into by the Trust. ( 5 )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 $75.68 to $76.49, 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 (5). ( 6 )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 $76.86 to $77.31, 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 (6). ( 7 )These options were part of a previously reported grant of 30,485 on January 20, 2010 by the Issuer to the Reporting Person that vested in three equal annual installments beginning on January 20, 2010. ( 8 )These options were part of a previously reported grant of 29,220 on January 20, 2011 by the Issuer to the Reporting Person that vested in three equal annual installments beginning on January 20, 2011. ( 9 )As of February 18, 2015, Reporting Person owns options to purchase an aggregate of 201,405 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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