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 and CEO
(Last)
(First)
(Middle)
353 N. CLARK STREET, SUITE 3300
3. Date of Earliest Transaction (Month/Day/Year)
11/25/2014
(Street)

CHICAGO, IL 60654
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
Common Stock 11/25/2014   M   47,618 A $ 41.54 569,704 D  
Common Stock 11/25/2014   S(1)   47,618 D $ 70.1156 522,086 D  
Common Stock 11/25/2014   M   95,236 A $ 41.54 100,236 I By Trust
Common Stock 11/25/2014   S(2)   95,236 D $ 70.1156 5,000 (3) I By Trust

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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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $ 41.54 11/25/2014   M     47,618 01/22/2008(4) 01/22/2018 Common Stock 47,618 $ 0 95,235 D  
Stock Option (Right to Buy) $ 41.54 11/25/2014   M     95,236 01/22/2008(4) 01/22/2018 Common Stock 95,236 $ 0 190,471 (5) I By Trust

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
CAFARO DEBRA A
353 N. CLARK STREET
SUITE 3300
CHICAGO, IL 60654
  X     Chairman and CEO  

Signatures

 Debra A. Cafaro, By: T. Richard Riney, Attorney-In-Fact   11/28/2014
**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 25, 2014, the Reporting Person transmitted to the SEC a Form 144 covering the sale of the Issuer's common stock reported in Table I. The shares are being sold pursuant to a written non-discretionary 10b5-1(c) sales plan dated October 2, 2014 entered into by the Reporting Person. 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 $70.00 to $70.2050, 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 (1).
(2) On November 25, 2014, The Debra A. Cafaro Insurance Trust (the "Trust")(of which Reporting Person's spousce is the trustee) 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 shares are being sold pursuant to a written non-discretionary 10b5-1(c) sales plan dated October 2, 2014 entered into by the Trust. The price reported in column 4 is a weighted average price. These shares were sold by the Trust in multiple transactions at prices ranging from $70.00 to $70.2050, inclusive. The Trust 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 (2).
(3) Reporting Person disclaims beneficial ownership of these 5,000 shares except to the extent of the Reporting Person's pecuniary interest in the shares.
(4) These options were part of a previously reported grant of 428,560 on January 22, 2008 by the Issuer to the Reporting Person (a portion of which was subsequently gifted to the Trust) that vested in three equal annual installments beginning on January 22, 2008.
(5) As of November 25, 2014, Reporting Person owns directly and indirectly by trust options to purchase an aggregate of 1,360,000 shares of Issuer's common stock.

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