Sec Form 4 Filing - PASQUALE DOUGLAS M @ VENTAS INC - 2011-12-31

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 PASQUALE DOUGLAS M 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 _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 111 SOUTH WACKER DRIVE, SUITE 4800 3. Date of Earliest Transaction (MM/DD/YY) 12/31/2011 (Street) CHICAGO,, IL60606 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 12/31/2011 F 4,054 ( 1 ) D $ 55.13 174,755 D Common Stock 01/01/2012 A 1,028 ( 2 ) A $ 0 175,783 D Common Stock 01/03/2012 S( 3 )( 4 ) 20,000 D $ 56.1346 155,783 D Common Stock 4,326 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) $ 55.13 01/01/2012 A 5,000 ( 5 ) 01/01/2012( 6 ) 01/01/2022 Common Stock 5,000 $ 0 90,660 ( 7 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other PASQUALE DOUGLAS M 111 SOUTH WACKER DRIVE, SUITE 4800 CHICAGO,, IL60606 X Signatures Douglas M. Pasquale, By: T. Richard Riney, Attorney-In-Fact 01/04/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents shares withheld to pay the taxes on the vesting and settlement of restricted stock units granted by Nationwide Health Properties, Inc. ("NHP") on February 15, 2011 and assumed by the Issuer pursuant to the Agreement and Plan of Merger, dated February 27, 2011, by and among Ventas, Inc., Needles Acquisition LLC and NHP. ( 2 )Restricted stock granted by Issuer pursuant to the Ventas, Inc. 2006 Stock Plan for Directors (the "Stock Plan"). This restricted stock vests in two equal annual installments beginning on the first anniversary of the date of grant. ( 3 )On January 3, 2012, 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 on Table 1. 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 $56.00 to $56.32, inclusive. Reporting Person undertakes to provide the Issuer, any security holder of the 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 )These shares are being sold pursuant to a written non-discretionary Rule 10b5-1(c) sales plan dated November 23, 2011. ( 5 )Stock options granted by Issuer pursuant to the Stock Plan. ( 6 )These options vest in two equal annual installments beginning on the date of grant. ( 7 )Represents total number of unexercised stock options held by the Reporting Person as of January 1, 2012.

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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