Statement of Changes in Beneficial Ownership (4)
May 04 2022 - 4:34PM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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CAFARO DEBRA A |
2. Issuer Name and Ticker or Trading Symbol
Ventas, Inc.
[
VTR
]
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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
(MM/DD/YYYY)
5/2/2022 |
(Street)
CHICAGO, IL 60654
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 5/2/2022 | | M | | 17400 (1) | A | $55.50 | 785360 | D | |
Common Stock | 5/2/2022 | | S | | 17400 (1) | D | $55.7232 (2) | 767960 | D | |
Common Stock | | | | | | | | 5000 (3) | I | By Family Trust |
Common Stock | | | | | | | | 131143 (4) | I | By 2020 Trust |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 7. Title and Amount of Securities Underlying Derivative Security (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) | $55.5 | 5/2/2022 | | M | | | 17400 (1) | 1/23/2013 (5) | 1/23/2023 | Common Stock | 17400.0 | $0 | 2017673 | D | |
Explanation of Responses: |
(1) | The transaction involved the exercise of fully vested options scheduled to expire in the next 12 months and the sale of the underlying shares net of the exercise price and taxes, all pursuant to a Rule 10b5-1 trading plan entered into by the Reporting Person on March 19, 2021. |
(2) | The price reported is a weighted average price. These shares were sold by the Reporting Person in multiple transactions at prices ranging from $55.65 to $56.20, 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. |
(3) | Reflects shares held by the Cafaro Family Trust. Reporting Person disclaims beneficial ownership of these shares except to the extent of the Reporting Person's pecuniary interest in the shares. |
(4) | Reflects shares held by the Debra A. Cafaro 2020 Trust. Reporting Person disclaims beneficial ownership of these shares except to the extent of the Reporting Person's pecuniary interest in the shares. |
(5) | Fully vested. |
Reporting Owners
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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 |
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Signatures
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Debra A. Cafaro
By: /s/ Carey S. Roberts, Attorney-In-Fact | | 5/4/2022 |
**Signature of Reporting Person | Date |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
* | 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). |
Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
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. |
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