Sec Form 4 Filing - CROCKER DOUGLAS II @ VENTAS INC - 2012-10-01

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 CROCKER DOUGLAS II 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) 71 SOUTH WACKER DRIVE, SUITE 3400 3. Date of Earliest Transaction (MM/DD/YY) 10/01/2012 (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 10/01/2012 A 465.06 ( 1 ) A $ 61.82 79,107.247 ( 2 ) D Common Stock 10/03/2012 M 5,000 A $ 22.15 84,107.247 D Common Stock 10/03/2012 M 5,000 A $ 27.09 89,107.247 D Common Stock 10/03/2012 M 5,000 A $ 32.02 94,107.247 D Common Stock 10/03/2012 M 5,000 A $ 33.57 99,107.247 D Common Stock 10/03/2012 S( 3 ) 20,000 D $ 62.9494 79,107.247 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) $ 22.15 10/03/2012 M 5,000 01/05/2004( 4 ) 01/05/2014 Common Stock 5,000 $ 0 40,000 D Stock Option (Right to Buy) $ 27.09 10/03/2012 M 5,000 01/03/2005( 5 ) 01/03/2015 Common Stock 5,000 $ 0 35,000 D Stock Option (Right to Buy) $ 32.02 10/03/2012 M 5,000 01/01/2006( 6 ) 01/01/2016 Common Stock 5,000 $ 0 30,000 D Stock Option (Right to Buy) $ 33.57 10/03/2012 M 5,000 01/01/2009( 7 ) 01/01/2019 Common Stock 5,000 $ 0 25,000 ( 8 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other CROCKER DOUGLAS II 71 SOUTH WACKER DRIVE, SUITE 3400 CHICAGO,, IL60606 X Signatures Douglas Crocker, II, By: T. Richard Riney, Attorney-in-Fact 10/03/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Common stock in the form of units granted under the Ventas Nonemployee Directors' Deferred Stock Compensation Plan (the "Plan") in lieu of director fees pursuant to the director's deferral election. Such units are payable solely in common stock and subject to the terms and conditions of the director's deferral election and the Plan. ( 2 )Includes 229.370 units acquired on September 28, 2012, under the Plan as a result of dividend equivalents credited with respect to the dividend on Issuer's common stock paid on September 28, 2012. ( 3 )On October 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 in Table I. 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 $62.86 to $63.02, 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 )These options were part of a previously reported grant of 5,000 on January 5, 2004, by the Issuer to the Reporting Person that vested in two equal annual installments beginning on January 5, 2004. ( 5 )These options were part of a previously reported grant of 5,000 on January 3, 2005, by the Issuer to the Reporting Person that vested in two equal annual installments beginning on January 3, 2005. ( 6 )These options were part of a previously reported grant of 5,000 on January 1, 2006, by the Issuer to the Reporting Person that vested in two equal annual installments beginning on January 1, 2006. ( 7 )These options were part of a previously reported grant of 5,000 on January 1, 2009, by the Issuer to the Reporting Person that vested in two equal annual installments beginning on January 1, 2009. ( 8 )Represents total number of unexercised stock options held by the Reporting Person as of October 3, 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).

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