Filing Details

Accession Number:
0001209191-12-002401
Form Type:
4
Zero Holdings:
No
Publication Time:
2012-01-05 20:06:07
Reporting Period:
2012-01-03
Filing Date:
2012-01-05
Accepted Time:
2012-01-05 20:06:07
SEC Url:
Form 4 Filing
Issuer
Cik Name Symbol Sector (SIC) IRS No
740260 Ventas Inc VTR Real Estate Investment Trusts (6798) 611055020
Insiders
Cik Name Reported Address Insider Title Director Officer Large Shareholder Other
1042593 Lazard Freres Real Estate Investors Llc 30 Rockefeller Plaza
New York NY 10020
No No No Yes
1047605 Prometheus Senior Quarters Llc 30 Rockefeller Plaza
New York NY 10020
No No No Yes
1068296 P L Ii Investors Realty Strategic Lf 30 Rockefeller Plaza
New York NY 10020
No No No Yes
1068297 P L Partnership Alternative Cadim Ii Lfsri 30 Rockefeller Plaza
New York NY 10020
No No No Yes
1068298 P L Partnership Alternative Ii Lfsri 30 Rockefeller Plaza
New York NY 10020
No No No Yes
1333677 Lazard Senior Housing Partners Lp 30 Rockefeller Plaza
New York NY 10020
No No No Yes
1352821 Lazard Alternative Investments Llc 30 Rockefeller Plaza
New York NY 10020
No No No Yes
1519636 Lazard Senior Housing Partners Gp Llc 30 Rockefeller Plaza
New York NY 10020
No No No Yes
1519637 Lshp Coinvestment Partnership I Lp 30 Rockefeller Plaza
New York NY 10020
No No No Yes
1519638 Lshp Coinvestment I Gp Llc 30 Rockefeller Plaza
New York NY 10020
No No No Yes
Reported Non-Derivative Transactions
Sec. Name Acquisiton - Disposition Date Amount Price Remaning Holdings Equity Swap Involved Form Type Code Nature of Ownership Explanation
Common Stock Disposition 2012-01-03 21,070,658 $53.45 3,700,186 No 4 S Indirect Footnote
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 S Indirect Footnote
Footnotes
  1. This statement is being filed jointly by (i) Prometheus Senior Quarters LLC, a Delaware limited liability company ("Prometheus"), (ii) Lazard Senior Housing Partners LP, a Delaware limited partnership ("LSHP"), (iii) LSHP Coinvestment Partnership I LP, a Delaware limited partnership ("LSHP Coinvest" and, together with Prometheus and LSHP, the "Funds"), (iv) LFSRI II-CADIM Alternative Partnership L.P., a Delaware limited partnership, (v) LF Strategic Realty Investors II L.P., a Delaware limited partnership, (vi) LFSRI II Alternative Partnership L.P., a Delaware limited partnership, (vii) Lazard Freres Real Estate Investors L.L.C., a New York limited liability company ("LFREI"), (viii) Lazard Senior Housing Partners GP LLC, a Delaware limited liability company ("LSHP GP"),
  2. [continued from Footnote 1] (ix) LSHP Coinvestment I GP LLC, a Delaware limited liability company ("LSHP Coinvest GP"), (x) Lazard Alternative Investments LLC, a Delaware limited liability company ("LAI"), (xi) Lazard Alternative Investments Holdings LLC, a Delaware limited liability company ("LAI Holdings"), and (xii) LFCM Holdings LLC, a Delaware limited liability company (all of such entities are collectively referred to as the "Reporting Persons"). As a result of the 10 Reporting Person per joint filing limitation of the electronic system, this Form 4 is being filed in duplicate (10 Reporting Persons have filed on this Form 4 and 2 Reporting Persons have filed on a duplicate Form 4).
  3. On January 3, 2012, Ventas, Inc., a Delaware corporation (the "Issuer"), the Funds and Citigroup Global Markets Inc. (the "Underwriter"), entered into an underwriting agreement, dated January 3, 2012 (the "Underwriting Agreement"), pursuant to which Prometheus, LSHP and LSHP Coinvest, severally and not jointly, agreed to sell 15,135,412, 4,908,094, and 1,027,152 shares of common stock of the Issuer ("Common Stock"), respectively, at a price per share of $53.45 and to settle the sale transactions on January 9, 2012.
  4. Following the transfer described in Footnote 3, Prometheus, LSHP and LSHP Coinvest will be the holders of record of 2,656,006, 861,287 and 180,248 shares of Common Stock, respectively.
  5. The shares of Common Stock beneficially owned by Prometheus may be deemed to be beneficially owned by each of LFSRI II-CADIM Alternative Partnership L.P., LF Strategic Realty Investors II L.P. and LFSRI II Alternative Partnership L.P., as its Managing Members, and by LFREI, as their general partner. The shares of Common Stock beneficially owned by LSHP may be deemed to be beneficially owned by LSHP GP, as its general partner. The shares of Common Stock beneficially owned by LSHP Coinvest may be deemed to be beneficially owned by LSHP Coinvest GP, as its general partner.
  6. [continued from Footnote 5] LAI (as the Managing Member of each of LFREI, LSHP GP and LSHP Coinvest GP), LAI Holdings (as the parent of LAI), and LFCM Holdings LLC (as the parent of Lazard Alternative Investments Holdings LLC and the ultimate parent of LAI) may be deemed to beneficially own the shares of Common Stock beneficially owned by the Funds. Each of the Reporting Persons expressly disclaims beneficial ownership of the shares of Common Stock reported herein, except to the extent of its pecuniary interest therein, if any.
  7. The Form 4 filed by the Reporting Persons on May 16, 2011 (the "May 2011 Form 4") contained a typographical error and mistakenly reported that 61,534 shares of Common Stock were awarded by Atria Senior Living, Inc., a Delaware corporation and an affiliate of the Funds ("ASLI"), to certain employees of ASLI in connection with its incentive compensation arrangements. Only 61,309 shares were awarded. As a result, Prometheus, LSHP and LSHP Coinvest could be deemed to beneficially own an additional 162, 52 and 11 shares of Common Stock, respectively, than what was reported in the May 2011 Form 4 and in a subsequent Form 4 filed by the Reporting Persons on November 2, 2011.
  8. On May 13, 2011, Matthew J. Lustig was appointed to the board of directors of the Issuer pursuant to an agreement, dated May 12, 2011 between the Funds and the Issuer that provides the Funds, collectively, with the right to designate one individual for nomination to the board of directors of the Issuer (the "Issuer's Board") for so long as the Funds and certain transferees collectively beneficially own Merger Shares (as defined below) representing 3% or more of the outstanding shares of the Common Stock. Mr. Lustig is a Managing Director of LAI, Managing Principal of LFREI, and Managing Principal and Chief Executive Officer of each of LSHP GP and LSHP Coinvest GP. As a result of the sale transactions reported herein, the Funds no longer own Merger Shares representing 3% or more of the outstanding shares of Common Stock; and therefore, the Funds no longer have a right to designate a nominee to the Issuer's Board.
  9. [continued from Footnote 8] "Merger Shares" means the shares of Common Stock issued to the Funds on May 12, 2011 in connection with the Issuer's acquisition of substantially all of the real estate assets of Atria Senior Living Group, Inc., a Delaware corporation, One Lantern Senior Living Inc., a Delaware corporation, and LSHP Coinvestment I Inc., a Delaware corporation.
  10. This filing shall not be deemed an admission that the Reporting Persons are required to file reports with respect to the Issuer for purposes of, or are otherwise subject to, Section 16 of the Exchange Act.