SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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 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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1. Name and Address of Reporting Person*
Liebbe Gregory R
(Last) (First) (Middle)
500 NORTH HURSTBOURNE PKWY
SUITE 200
(Street)
LOUISVILLE KY 40222
(City) (State) (Zip)
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)
SVP, Chief Accounting Officer
3. Date of Earliest Transaction (Month/Day/Year)
03/05/2024
4. If Amendment, Date of 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
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 03/05/2024 F 472(1) D $42.97 21,112.1133 D
Common Stock 03/05/2024 F 559(2) D $42.97 20,553.1133 D
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 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: 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
Explanation of Responses:
1. Represents shares withheld to pay the taxes on the vesting of restricted stock granted to the Reporting Person under the Ventas, Inc. 2012 Incentive Plan.
2. Represents shares withheld to pay the taxes on the vesting of restricted stock granted to the Reporting Person under the Ventas, Inc. 2022 Incentive Plan.
Remarks:
Exhibit 24 - Power of Attorney
Gregory R. Liebbe By: /s/ Kenneth Hagan, Attorney-In-Fact 03/06/2024
** 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 Number.
Exhibit 24 POWER OF ATTORNEY AND CONFIRMING STATEMENT KNOW ALL PERSONS BY THESE PRESENTS, that Gregory R. Liebbe, whose signature appears below, designates, appoints, and constitutes, and hereby confirms the designation, appointment and constitution of, each of Carey S. Roberts, Kevin Bohl, Kenneth Hagan and Jose Torres as the undersigned’s true and lawful attorney-in-fact and agent, with full power of substitution, for the undersigned and in the undersigned’s name, place and stead, in any and all capacities, for the sole and limited purpose to execute and file on the undersigned’s behalf all Form ID Applications and Forms 3, 4 and 5 (including any amendments thereto) that the undersigned may be required to file with the U.S. Securities and Exchange Commission and the New York Stock Exchange as a result of the undersigned’s direct or indirect ownership of, or transactions in, securities of Ventas, Inc. and its subsidiary companies. The undersigned hereby further grants unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done to effectuate said execution and filing, fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact and agent or his or her substitute or substitutes may lawfully do or cause to be done by virtue of the power and authority granted hereunder to each attorney-in-fact. The authority of Carey S. Roberts, Kevin Bohl, Kenneth Hagan and Jose Torres under this Power of Attorney and Confirming Statement shall continue until the undersigned is no longer required to file Forms 3, 4 and 5 with regard to the undersigned’s direct or indirect ownership of or transactions in securities of Ventas, Inc. and its subsidiary companies unless earlier revoked in writing. The undersigned acknowledges that Carey S. Roberts, Kevin Bohl, Kenneth Hagan and Jose Torres are not assuming any of the undersigned’s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934, as amended. Date: March 6, 2024 /s/ Gregory R. Liebbe GREGORY R. LIEBBE

 
Exhibit 24 POWER OF ATTORNEY AND CONFIRMING STATEMENT KNOW ALL PERSONS BY THESE PRESENTS, that Gregory R. Liebbe, whose signature appears below, designates, appoints, and constitutes, and hereby confirms the designation, appointment and constitution of, each of Carey S. Roberts, Kevin Bohl, Kenneth Hagan and Jose Torres as the undersigned’s true and lawful attorney-in-fact and agent, with full power of substitution, for the undersigned and in the undersigned’s name, place and stead, in any and all capacities, for the sole and limited purpose to execute and file on the undersigned’s behalf all Form ID Applications and Forms 3, 4 and 5 (including any amendments thereto) that the undersigned may be required to file with the U.S. Securities and Exchange Commission and the New York Stock Exchange as a result of the undersigned’s direct or indirect ownership of, or transactions in, securities of Ventas, Inc. and its subsidiary companies. The undersigned hereby further grants unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done to effectuate said execution and filing, fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact and agent or his or her substitute or substitutes may lawfully do or cause to be done by virtue of the power and authority granted hereunder to each attorney-in-fact. The authority of Carey S. Roberts, Kevin Bohl, Kenneth Hagan and Jose Torres under this Power of Attorney and Confirming Statement shall continue until the undersigned is no longer required to file Forms 3, 4 and 5 with regard to the undersigned’s direct or indirect ownership of or transactions in securities of Ventas, Inc. and its subsidiary companies unless earlier revoked in writing. The undersigned acknowledges that Carey S. Roberts, Kevin Bohl, Kenneth Hagan and Jose Torres are not assuming any of the undersigned’s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934, as amended. Date: March 6, 2024 /s/ Gregory R. Liebbe GREGORY R. LIEBBE

 
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