0001104659-18-047758.txt : 20180727
0001104659-18-047758.hdr.sgml : 20180727
20180727170334
ACCESSION NUMBER: 0001104659-18-047758
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20180717
FILED AS OF DATE: 20180727
DATE AS OF CHANGE: 20180727
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: ORDAN MARK S
CENTRAL INDEX KEY: 0001208541
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37805
FILM NUMBER: 18975488
MAIL ADDRESS:
STREET 1: 7315 WISCONSIN AVENUE
STREET 2: SUITE #250 WEST
CITY: BETHESDA
STATE: MD
ZIP: 20814
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: QUALITY CARE PROPERTIES, INC.
CENTRAL INDEX KEY: 0001677203
STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798]
IRS NUMBER: 812898967
STATE OF INCORPORATION: MD
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 7315 WISCONSIN AVENUE
STREET 2: SUITE 550-E
CITY: BETHESDA
STATE: MD
ZIP: 20814
BUSINESS PHONE: 240-223-4680
MAIL ADDRESS:
STREET 1: 7315 WISCONSIN AVENUE
STREET 2: SUITE 550-E
CITY: BETHESDA
STATE: MD
ZIP: 20814
FORMER COMPANY:
FORMER CONFORMED NAME: HCP SpinCo, Inc.
DATE OF NAME CHANGE: 20160615
4
1
a4.xml
4
X0306
4
2018-07-17
1
0001677203
QUALITY CARE PROPERTIES, INC.
QCP
0001208541
ORDAN MARK S
7315 WISCONSIN AVENUE
SUITE 550-E
BETHESDA
MD
20814
1
1
0
0
Director, Chief Exec. Officer
Common Stock
2018-07-17
4
G
0
18551
0
D
0
D
Common Stock
2018-07-26
4
D
0
280529
20.75
D
0
D
Options (right to buy)
15.73
2018-07-26
4
D
0
1594694
D
2023-12-15
Common Stock
1594694
0
D
Options (right to buy)
15.73
2018-07-26
4
D
0
600000
D
2023-12-15
Common Stock
600000
0
D
Restricted Stock Unit
0
2018-07-26
4
D
0
203804
D
2019-11-29
Common Stock
203804
0
D
This transaction reflects Mr. Ordan's gift to Vassar College.
Upon the July 26, 2018 closing of the merger (the "Merger") of Quality Care Properties, Inc. ("QCP") with and into Welltower Inc. ("Welltower") in which Welltower acquired all of the outstanding capital stock of QCP, each outstanding QCP restricted stock award fully vested and was converted into the right to receive $20.75 in respect of each share subject to the restricted stock award, with the number of shares in respect of awards subject to performance-based vesting conditions determined assuming performance goals were fully satisfied.
Each stock option represents the right to buy, upon exercise, one share of common stock of QCP.
Upon the closing of the Merger, each outstanding QCP option subject to service-based vesting fully vested and was converted into the right to receive, for each share underlying the option, $20.75 less the applicable exercise price of the option. Upon the closing of the Merger, each outstanding QCP option subject to performance-based vesting conditions vested to the extent the applicable stock price hurdle relating to such option was met in connection with the transaction, and was converted into the right to receive, for each share underlying the option, $20.75 less the applicable exercise price of the option.
These QCP options did not vest and were forfeited because the applicable stock price hurdle relating to such option was not met in connection with the Merger.
Each restricted stock unit represents the right to receive, at settlement, one share of common stock of QCP.
Upon the closing of the Merger, each outstanding QCP restricted stock unit award fully vested and was converted into the right to receive $20.75 in respect of each share underlying the restricted stock unit award.
/s/ Mark S. Ordan
2018-07-27