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