SEC Form 4 · accession 0000740260-15-000026
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 12, 2015
Accepted (ET)
Jan 14, 2015 · 6:05 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 12, 2015 | M | 9,848 | $28.96 | A | 14,848 | I | By Trust |
| Common Stock | Jan 12, 2015 | S | 9,848 | $77.0067 | D | 5,000 | I | By Trust |
| Common Stock | Jan 13, 2015 | M | 7,919 | $28.96 | A | 12,919 | I | By Trust |
| Common StockF3 | Jan 13, 2015 | S | 7,919 | $77.00 | D | 5,000 | I | By Trust |
| Common Stock | holding | — | — | — | 507,086 | D |
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 | $28.96 | Jan 12, 2015 | M | 9,848 | D | Jan 21, 2009 | Jan 21, 2019 | Common Stock | 9,848 | 7,919 | I |
| Stock Option (Right to Buy)F4,F5 | $28.96 | Jan 13, 2015 | M | 7,919 | D | Jan 21, 2009 | Jan 21, 2019 | Common Stock | 7,919 | 0 | I |
Explanation of responses
- F1On January 12, 2015, The Debra A. Cafaro Insurance Trust (the "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 Trust.
- F2The price reported in column 4 is a weighted average price. These shares were sold by the Trust in multiple transactions at prices ranging from $77.00 to $77.05, 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).
- 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 173,301 on January 21, 2009 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 21, 2009.
- F5As of January 13, 2015, Reporting Person owns options to purchase an aggregate of 1,056,527 shares of Issuer's common stock.