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). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
QUALITY CARE PROPERTIES, INC. [ QCP ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/25/2017 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 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 | 05/25/2017 | A | 1,568(1) | A | (1) | 1,568 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Deferred Stock Unit | (2) | 05/25/2017 | A | 6,595(3) | (3) | (3) | Common Stock | 6,595 | (3) | 6,595 | D |
Explanation of Responses: |
1. In connection with the reporting person's service as a non-employee director on the Board of Directors of Quality Care Properties, Inc. (the "Company"), such reporting person receives fees payable in exempt shares of the Company's common stock, for which a deferral election may be made if available. The number of shares of the Company's common stock granted is equal to the quotient of (A) the dollar value of the portion of such fees for which the reporting person did not make a deferral election or for which a deferral election was not available divided by (B) the Company's closing stock price on the date of grant rounded down to the nearest whole number. The shares are immediately vested. |
2. Each Deferred Stock Unit ("DSU") represents a right to receive one share of the Company's common stock. |
3. The reporting person has received an exempt award of 6,595 DSUs under the Company's 2016 Performance Incentive Plan, as amended and/or restated from time to time (the "Plan"), in lieu of an equivalent number of shares of the Company's common stock payable to the reporting person as fees for services as a non-employee director on the Company's Board of Directors. DSUs represent a right to receive shares of the Company's common stock upon termination of service as a director of the Company, a change in control of the Company or the director's death. The number of DSUs granted is equal to the quotient of (A) the dollar value of the portion of such fees for which a deferral election was available and made, divided by (B) the Company's closing stock price on the date of grant rounded down to the nearest whole number. All DSUs are immediately vested. |
By: /s/ David Haddock, General Counsel and Corporate Secretary, (Attorney-In-Fact) | 05/30/2017 | |
** 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. |