Edgar Filing: VENTAS INC

Ownership Submission

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 OF SECURITIES

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

CAFARO DEBRA A

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
__X__ Officer (give title below)	_____ Other (specify below)
Chairman, President and CEO

(Last)

(First)

(Middle)

111 SOUTH WACKER DRIVE, SUITE 4800

3. Date of Earliest Transaction (Month/Day/Year)
03/23/2009

(Street)

CHICAGO,, IL 60606

4. If Amendment, Date Original Filed(Month/Day/Year)

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 (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

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
(Month/Day/Year)

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option (Right to Buy)

$ 43.26

03/23/2009

G⁽¹⁾

89,246

01/17/2007⁽²⁾

01/17/2017

Common Stock

89,246

$ 0

Stock Option (Right to Buy)

$ 43.26

03/23/2009

G⁽¹⁾

89,246

01/17/2007⁽²⁾

01/17/2017

Common Stock

89,246

$ 0

89,246

By Trust

Stock Option (Right to Buy)

$ 28.96

03/23/2009

G⁽¹⁾

285,707

01/22/2008⁽³⁾

01/22/2018

Common Stock

285,707

$ 0

142,853

Stock Option (Right to Buy)

$ 28.96

03/23/2009

G⁽¹⁾

285,707

01/22/2008⁽³⁾

01/22/2018

Common Stock

285,707

$ 0

285,707

By Trust

Stock Option (Right to Buy)

$ 41.54

03/23/2009

G⁽¹⁾

57,767

01/21/2009⁽⁴⁾

01/21/2019

Common Stock

57,767

$ 0

115,534 ⁽⁵⁾

Stock Option (Right to Buy)

$ 41.54

03/23/2009

G⁽¹⁾

57,767

01/21/2009⁽⁴⁾

01/21/2019

Common Stock

57,767

$ 0

57,767 ⁽⁶⁾

By Trust

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
CAFARO DEBRA A 111 SOUTH WACKER DRIVE, SUITE 4800 CHICAGO,, IL 60606	X		Chairman, President and CEO

Signatures

Debra A. Cafaro, By: T. Richard Riney, Attorney-In-Fact		03/25/2009
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Transfer to trust for the benefit of Ms. Cafaro's immediate family members.
(2)	These options are part of a previously reported grant of 89,246 on January 17, 2007 by the Issuer to the Reporting Person, that became exercisable in three equal installments on January 17, 2007, January 17, 2008, and January 17, 2009.
(3)	These options are part of a previously reported grant of 428,560 on January 22, 2008 by the Issuer to the Reporting Person, that became or will become exercisable in three equal installments on January 22, 2008, January 22, 2009, and January 22, 2010.
(4)	These options are part of a previously reported grant of 173,301 on January 21, 2009 by the Issuer to the Reporting Person, that became or will become exercisable in three equal installments on January 21, 2009, January 21, 2010, and January 21, 2011.
(5)	As of March 23, 2009, Reporting Person directly owns a total of 258,387 unexercised stock options.
(6)	As of March 23, 2009, Reporting Person owns a total of 432,720 unexercised stock options indirectly by trust. Reporting Person disclaims beneficial ownership of these options except to the extent of the Reporting Person's pecuniary interest in the options.

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