Sec Form 4 Filing - Cobb John D. @ Ventas, Inc. - 2020-02-24

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 Cobb John D. 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 Investment Off. (Last) (First) (Middle) 353 N. CLARK STREET, SUITE 3300 3. Date of Earliest Transaction (MM/DD/YY) 02/24/2020 (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 02/24/2020 A 11,911 ( 1 ) A $ 0 75,531 D Common Stock 02/24/2020 F 5,276 ( 2 ) D $ 63.05 70,255 D Common Stock 02/24/2020 A 19,435 ( 3 ) A $ 0 89,690 ( 4 ) 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Cobb John D. 353 N. CLARK STREET, SUITE 3300 CHICAGO,, IL60654 EVP, Chief Investment Off. Signatures John D. Cobb 02/26/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents shares of common stock issued as a result of the Issuer having met certain performance criteria during the three-year performance period from January 1, 2017 through December 31, 2019 (the "Performance Period"), pursuant to the Reporting Person's performance-based restricted stock unit ("pRSU") award agreement granted by Issuer on January 18, 2017 in accordance with the Ventas, Inc. 2012 Incentive Plan (the "Plan"). Such units vested in a single installment at the end of the Performance Period, were payable solely in common stock and subject to the terms and conditions of the Plan and paid out on February 24, 2020, following certification of the attainment of certain performance goals by the Executive Compensation Committee of the Issuer's Board of Directors. ( 2 )Represents shares withheld to pay taxes on the vesting of pRSUs granted on January 18, 2017 under the Plan. Such vested units are payable solely in common stock of the Issuer and subject to the terms of the Plan. ( 3 )Restricted stock units granted by Issuer pursuant to the Plan. Such units are payable solely in common stock and subject to the terms and conditions of the Plan. The restricted stock units vest in three equal annual installments beginning on the first anniversary of the grant date. ( 4 )As of February 24, 2020, Reporting Person owns options to purchase an aggregate of 430,918 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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