Sec Form 4 Filing - RINEY T RICHARD @ VENTAS INC - 2012-05-16

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) 05/16/2012 (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 05/16/2012 M 28,492 A $ 43.26 273,051 D Common Stock 05/16/2012 M 60,950 A $ 41.54 334,001 D Common Stock 05/16/2012 M 36,938 A $ 28.96 370,939 D Common Stock 05/16/2012 M 20,324 A $ 44.56 391,263 D Common Stock 05/16/2012 S( 1 )( 2 ) 145,399 D $ 57.8552 245,864 D Common Stock 05/16/2012 S( 1 )( 3 ) 1,305 D $ 58.4336 244,559 D 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) $ 43.26 05/16/2012 M 28,492 01/17/2007( 4 ) 01/17/2017 Common Stock 28,492 $ 0 189,266 D Stock Option (Right to Buy) $ 41.54 05/16/2012 M 60,950 01/22/2008( 5 ) 01/22/2018 Common Stock 60,950 $ 0 128,316 D Stock Option (Right to Buy) $ 28.96 05/16/2012 M 36,938 01/21/2009( 6 ) 01/21/2019 Common Stock 36,938 $ 0 91,378 D Stock Option (Right to Buy) $ 44.56 05/16/2012 M 20,324 01/20/2010( 7 ) 01/20/2020 Common Stock 20,324 $ 0 71,054 ( 8 ) 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 05/18/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On May 16, 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 I. These shares are being sold pursuant to a written non-discretionary Rule 10b5-1(c) sales plan dated November 17, 2011. ( 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 $57.38 to $58.37, 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 (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 $58.38 to $58.52, 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 options were part of a previously reported grant of 28,492 on January 17, 2007 by the Issuer to the Reporting Person that vested in three equal annual installments on January 17, 2007, January 17, 2008 and January 17, 2009. ( 5 )These options were part of a previously reported grant of 60,950 on January 22, 2008 by the Issuer to the Reporting Person that vested in three equal annual installments on January 22, 2008, January 22, 2009 and January 22, 2010. ( 6 )These options were part of a previously reported grant of 36,938 on January 21, 2009 by the Issuer to the Reporting Person that vested in three equal annual installments on January 21, 2009, January 21, 2010 and January 21, 2011. ( 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 on January 20, 2010, January 20, 2011 and January 20, 2012. ( 8 )Represents total number of unexercised stock options held by the Reporting Person as of May 16, 2012.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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