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 *
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 (Month/Day/Year)
01/18/2017
(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 01/18/2017   A   21,848 (1) A $ 0 60,038 D  
Common Stock 01/18/2017   F   2,327 (2) D $ 62.22 57,711 D  
Common Stock 01/18/2017   A   16,530 (3) A $ 0 74,241 D  
Common Stock 01/18/2017   A   24,108 (4) A $ 0 98,349 D  

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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) $ 62.22 01/18/2017   A   172,789 (5)   01/18/2017(6) 01/18/2027 Common Stock 172,789 $ 0 430,918 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Cobb John D.
353 N. CLARK STREET, SUITE 3300
CHICAGO,, IL 60654
      EVP, Chief Investment Off.  

Signatures

 John D. Cobb, By: T. Richard Riney, Attorney-In-Fact   01/19/2017
**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) Restricted stock granted by Issuer pursuant to the Ventas, Inc. 2012 Incentive Plan (the "Plan"). This restricted stock vests in three equal annual installments beginning on the date of the grant.
(2) Represents shares withheld to pay the taxes on the vesting of restricted stock granted on January 18, 2017 under 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 date of the grant.
(4) Restricted stock units granted by Issuer pursuant to the Plan. Such units are payable solely in common stock and subject to the terms of the Plan. The restricted stock units vest one-third on the first anniversary of the date of grant and two-thirds on the second anniversary of the date of grant.
(5) Stock options granted by Issuer pursuant to the Plan.
(6) These options vest in three equal annual installments beginning on the date of the grant.

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