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 ^*

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)
Exec.V.P., General Counsel

(Last)

(First)

(Middle)

10350 ORMSBY PARK PLACE, SUITE 300

3. Date of Earliest Transaction (Month/Day/Year)
12/15/2004

(Street)

LOUISVILLE,, KY 40223

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/15/2004		M		6,865	A	$ 11.42	281,104	D
Common Stock	12/15/2004		M		3,135	A	$ 11.86	284,239	D
Common Stock	12/15/2004		S⁽¹⁾⁽²⁾		1,200	D	$ 27.05	283,039	D
Common Stock	12/15/2004		S⁽¹⁾⁽²⁾		1,100	D	$ 27.1	281,939	D
Common Stock	12/15/2004		S⁽¹⁾⁽²⁾		300	D	$ 27.11	281,639	D
Common Stock	12/15/2004		S⁽¹⁾⁽²⁾		900	D	$ 27.14	280,739	D
Common Stock	12/15/2004		S⁽¹⁾⁽²⁾		1,300	D	$ 27.12	279,439	D
Common Stock	12/15/2004		S⁽¹⁾⁽²⁾		300	D	$ 27.01	279,139	D
Common Stock	12/15/2004		S⁽¹⁾⁽²⁾		1,100	D	$ 26.9	278,039	D
Common Stock	12/15/2004		S⁽¹⁾⁽²⁾		300	D	$ 26.93	277,739	D
Common Stock	12/15/2004		S⁽¹⁾⁽²⁾		500	D	$ 26.91	277,239	D
Common Stock	12/15/2004		S⁽¹⁾⁽²⁾		200	D	$ 27	277,039	D
Common Stock	12/15/2004		S⁽¹⁾⁽²⁾		400	D	$ 27.04	276,639	D
Common Stock	12/15/2004		S⁽¹⁾⁽²⁾		600	D	$ 27.09	276,039	D
Common Stock	12/15/2004		S⁽¹⁾⁽²⁾		800	D	$ 27.08	275,239	D
Common Stock	12/15/2004		S⁽¹⁾⁽²⁾		200	D	$ 27.13	275,039	D
Common Stock	12/15/2004		S⁽¹⁾⁽²⁾		600	D	$ 27.07	274,439	D
Common Stock	12/15/2004		S⁽¹⁾⁽²⁾		200	D	$ 27.06	274,239 ⁽³⁾	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

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)

$ 11.42

12/15/2004

6,865

01/13/2003⁽⁴⁾

01/13/2013

Common Stock

6,865

$ 11.42

201,314

Stock Option (Right to Buy)

$ 11.86

12/15/2004

3,135

01/02/2002⁽⁵⁾

01/02/2012

Common Stock

3,135

$ 11.86

198,179 ⁽⁶⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
RINEY T RICHARD 10350 ORMSBY PARK PLACE, SUITE 300 LOUISVILLE,, KY 40223			Exec.V.P., General Counsel

Signatures

T. Richard Riney		12/17/2004
^**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)	On November 15, 2004, the Reporting Person transmitted to the Securities and Exchange Commission a Form 144 covering the sale of the Issuer's common stock reported on Table I.
(2)	These shares are being sold pursuant to a written non-discretionary Rule 10b5-1(c) sales plan dated February 2, 2004.
(3)	Reporting Person also owns 1,300 shares indirectly by IRA.
(4)	These options were part of a previously reported grant of 52,632 shares on January 13, 2003 by the Issuer to the Reporting Person that vested in three equal installments on January 13, 2003, January 13, 2004 and January 13, 2005.
(5)	Thse options were part of a previously reported grant of 82,237 shares on January 2, 2002 by the Issuer to the Reporting Person that vested in three equal installments on January 2, 2002, January 2, 2003 and January 2, 2004.
(6)	Represents total number of unexercised stock options held by Mr. Riney as of December 15, 2004.

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