SEC Form 4 · accession 0000740260-15-000022
Ventas, Inc. · VTR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Debra A Cafaro
Officer — Chairman and CEO · Director
Period of report
Jan 6, 2015
Accepted (ET)
Jan 8, 2015 · 6:01 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000740260
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Jan 6, 2015 | M | 23,432 | $41.54 | A | 540,518 | D | |
| Common Stock | Jan 6, 2015 | S | 23,432 | $75.1295 | D | 517,086 | D | |
| Common Stock | Jan 6, 2015 | M | 46,761 | $41.54 | A | 51,761 | I | By Trust |
| Common StockF3 | Jan 6, 2015 | S | 46,761 | $75.1295 | D | 5,000 | I | By Trust |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (Right to Buy)F4 | $41.54 | Jan 6, 2015 | M | 23,432 | D | Jan 22, 2008 | Jan 22, 2018 | Common Stock | 23,432 | 0 | D |
| Stock Option (Right to Buy)F5,F4 | $41.54 | Jan 6, 2015 | M | 46,761 | D | Jan 22, 2008 | Jan 22, 2018 | Common Stock | 46,761 | 0 | I |
Explanation of responses
- F1On December 12, 2014, the Reporting Person 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 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 $75.00 to $75.31, 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).
- F2On December 12, 2014, The Debra A. Cafaro Insurance Trust (the "Insurance Trust")(of which Reporting Person's spouse is the trustee) 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 Insurance Trust. The price reported in column 4 is a weighted average price. These shares were sold by the Insurance Trust in multiple transactions at prices ranging from $75.00 to $75.31, inclusive. The Insurance 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).
- F3Reporting Person disclaims beneficial ownership of these 5,000 shares except to the extent of the Reporting Person's pecuniary interest in the shares.
- F4These 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 Insurance Trust) that vested in three equal annual installments beginning on January 22, 2008.
- F5As of January 6, 2015, Reporting Person owns directly and indirectly by trust options to purchase an aggregate of 1,074,294 shares of Issuer's common stock.