FORM 4
[ X ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Richards C Marc 		2. Issuer Name and Ticker or Trading Symbol

QUALITY CARE PROPERTIES, INC. [ QCP ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Chief Financial Officer
(Last)          (First)          (Middle)

7315 WISCONSIN AVENUE, SUITE 550-E 		3. Date of Earliest Transaction (MM/DD/YYYY)

7/26/2018
(Street)

BETHESDA, MD 20814
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   7/26/2018     D (1)    7525   D $20.75   0   D    
Common Stock   7/26/2018     D (2)    94596   D $20.75   0   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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
Options (right to buy)   $15.73   (3) 7/26/2018     D   (4)       705842      (4) 12/15/2023   Common Stock   705842     (4) 0   D    
Options (right to buy)   $15.73   (3) 7/26/2018     D   (5)       240000      (5) 12/15/2023   Common Stock   240000     (5) 0   D    
Restricted Stock Unit   $0   (6) 7/26/2018     D   (7)       67934      (7) 11/29/2019   Common Stock   67934     (7) 0   D    

Explanation of Responses:
(1)  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 share of QCP common stock was converted into the right to receive $20.75 in cash (without interest).
(2)  Upon the closing of the Merger, 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.
(3)  Each stock option represents the right to buy, upon exercise, one share of common stock of QCP.
(4)  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.
(5)  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.
(6)  Each restricted stock unit represents the right to receive, at settlement, one share of common stock of QCP.
(7)  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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Richards C Marc
7315 WISCONSIN AVENUE
SUITE 550-E
BETHESDA, MD 20814

Chief Financial Officer

Signatures
/s/ C. Marc Richards 7/27/2018
** 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 control number.
Quality Care Properties, Inc. (delisted) (NYSE:QCP)
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Quality Care Properties, Inc. (delisted) (NYSE:QCP)
과거 데이터 주식 차트
부터 7월(7) 2023 으로 7월(7) 2024 Quality Care Properties, Inc. (delisted) 차트를 더 보려면 여기를 클릭.