Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )


Quality Care Properties, Inc.
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Quality Care Properties, Inc.
7315 Wisconsin Ave.
Suite 250-W
Bethesda, Maryland 20814
(240) 223-4680

You are cordially invited to attend the 2017 Annual Meeting of Stockholders of Quality Care Properties, Inc., which will be held at 9:00 a.m., local time, on Thursday, May 25, 2017 at the Residence Inn, 7335 Wisconsin Ave., Bethesda, Maryland 20814.

We are utilizing the Securities and Exchange Commission rules that allow us to deliver proxy materials over the Internet. You will receive a Notice of Internet Availability of Proxy Materials (the "Notice"). The Notice includes instructions on how to access our proxy materials and vote. At your discretion, you may request hard copies and a proxy card for voting by mail by following the instructions on the Notice. We encourage you to read the proxy statement carefully.

YOUR VOTE IS IMPORTANT.
PLEASE FOLLOW THE INSTRUCTIONS FOR THE VOTING METHOD YOU SELECT.

Quality Care Properties, Inc.
7315 Wisconsin Ave.
Suite 250-W
Bethesda, Maryland 20814
(240) 223-4680

The 2017 Annual Meeting of Stockholders of Quality Care Properties, Inc. (the "Annual Meeting") will be held at 9:00 a.m., local time, on Thursday, May 25, 2017 at the Residence Inn, 7335 Wisconsin Ave., Bethesda, Maryland 20814. We are holding the Annual Meeting to consider and vote on the following matters:

The proxy statement following this Notice of Annual Meeting describes these matters in detail. We have not received notice of any other proposals to be presented at the Annual Meeting.

You may vote at the Annual Meeting and any postponements or adjournments thereof if you were a holder of record of shares of our common stock as of the close of business on March 24, 2017, the record date for the meeting.

Your vote is important. Even if you plan to attend the meeting, please vote via the Internet (www.proxyvote.com) or by telephone (1-800-690-6903) by following the instructions on the Notice of Internet Availability of Proxy Materials or as instructed in the accompanying proxy. If you received or requested a copy of the proxy card by mail or by email, you may submit your vote by mail; however, we encourage you to vote via the Internet or by telephone. These methods are convenient and save us significant postage and processing charges. If you attend the meeting, you may revoke your proxy and vote in person.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON MAY 25, 2017

This Notice of Annual Meeting of Stockholders, the proxy statement and our annual report to stockholders are available at www.proxyvote.com.

Quality Care Properties, Inc.
7315 Wisconsin Ave.
Suite 250-W
Bethesda, Maryland 20814
(240) 223-4680

Our Board of Directors (the "Board") is soliciting your vote for the 2017 Annual Meeting of Stockholders of Quality Care Properties, Inc., a Maryland corporation ("we," "our," "us" and "our company"), and any adjournments or postponements thereof (the "Annual Meeting"), to be held at 9 a.m., local time, on Thursday, May 25, 2017 at the Residence Inn, 7335 Wisconsin Ave., Bethesda, Maryland 20814.

Under rules adopted by the Securities and Exchange Commission ("SEC"), we have elected to provide access to our proxy materials for the Annual Meeting over the Internet. Accordingly, we are sending a Notice of Internet Availability of Proxy Materials (the "Notice") beginning on or about April 14, 2017 to our stockholders of record. If you received the Notice by mail, you will not receive a printed copy of the proxy materials unless you request it in the manner described in the Notice. The Notice includes instructions on how to access the proxy materials over the Internet or to request a printed copy of the proxy materials. Whether or not you plan to attend our Annual Meeting, please take the time to vote.

The Board unanimously recommends that you vote "FOR" each of the Board's nominees for election as directors in Proposal No. 1 and "FOR" Proposal No. 2.

We know of no other matters other than the items of business described in this proxy statement that will be voted on at the Annual Meeting. If other matters requiring a vote do arise, the persons named as proxies will have the discretion to vote on those matters for you.

Our Board has fixed the close of business on March 24, 2017 as the record date for the Annual Meeting. Only holders of shares of our common stock, par value $0.01 per share, at the close of business on March 24, 2017 are entitled to notice of and to vote at the Annual Meeting. All shares of common stock are entitled to one vote per share.

As of the record date, a total of 93,597,519 shares of our common stock were outstanding and entitled to vote at the Annual Meeting. To have a quorum to transact business at the Annual Meeting, the presence in person or by proxy of stockholders entitled to cast a majority of all the votes entitled to be cast at the Annual Meeting on any matter shall constitute a quorum. Abstentions and broker non-votes will be counted as present and entitled to vote for purposes of determining a quorum.

A "broker non-vote" occurs when a nominee who holds shares in street name fails to provide the broker or other nominee with voting instructions and the broker or other nominee does not have the discretionary authority to vote the shares on a particular matter because the matter is not a routine matter under the New York Stock Exchange ("NYSE") rules.

Shares for which brokers have not received instructions from their customers will only be permitted to vote on the proposal for ratification of the appointment of Deloitte as our independent registered public accounting firm for the fiscal year ending December 31, 2017.

Shares for which brokers have not received instructions from their customers will not be permitted to vote on the election of directors named in this proxy statement.

What is the difference between a "stockholder of record" and a "street name" holder?

These terms describe how your shares of common stock are held. If your shares of common stock are registered directly in your name with Wells Fargo Shareholder Services, our transfer agent, you are a "stockholder of record." If your shares of common stock are held in the name of a brokerage, bank, trust or other nominee as a custodian, you are a "street name" holder.

If you are a "stockholder of record," you have several choices. You can vote your shares of common stock by proxy:

If you hold your shares of common stock in "street name," your broker, bank, trustee or nominee will provide you with materials and instructions for voting your shares of common stock.

If you are a "stockholder of record," you may vote your shares of common stock in person at the Annual Meeting. If you hold your shares of common stock in "street name," you must obtain a legal proxy from your broker, bank, trustee or nominee giving you the right to vote the shares at the Annual Meeting.

Directors are elected by plurality vote. There is no cumulative voting in the election of directors. Therefore, the seven nominees receiving the highest number of "FOR" votes will be elected. There will be no abstentions in the vote on this proposal. For purposes of this vote, broker non-votes will have no effect on the outcome of the vote.

Ratification of the appointment of Deloitte as our independent registered public accounting firm for the fiscal year ending December 31, 2017 requires the affirmative vote of a majority of the votes cast on this proposal at the Annual Meeting. Abstentions will not be counted as votes cast, and, therefore, will have no effect on the outcome of the vote on this proposal. Because brokers have discretionary voting authority with regard to this proposal under NYSE rules, there will not be broker non-votes in the vote on this proposal.

You will receive multiple Notices or voting instruction forms if you hold your shares of common stock in different ways (for example, joint tenancy, trusts, custodial accounts) or in multiple accounts.

If you are a stockholder of record, you may revoke your proxy in any one of the following ways:

If your shares are held in street name, you should follow the instructions provided by your broker, bank, trustee or nominee.

How will my shares of common stock be voted if I do not specify how they should be voted?

If you sign and return a proxy card without indicating how you want your shares of common stock to be voted, the persons named as proxies will vote your shares of common stock "FOR" each of the Board's nominees for election as directors and "FOR" Proposal No. 2.

A representative of Broadridge Financial Solutions, Inc. will count the votes and will serve as the inspector of election at the Annual Meeting.

We will bear all costs of the solicitation of proxies for the Annual Meeting. In addition to solicitation by mail, our directors and officers, without receiving any additional compensation, may solicit proxies personally or by telephone, email or other electronic means. We will request brokerage houses, banks and other custodians or nominees holding stock in their names for others to forward proxy materials to their customers or principals who are the beneficial owners of shares of our common stock and will reimburse them for their expenses in doing so.

Only common stockholders as of the close of business on March 24, 2017, the record date, are entitled to attend the Annual Meeting.

If your shares of common stock are registered in your name and you owned them as of the close of business on the record date, you only need to provide some form of government-issued photo identification for admission.

If you hold your shares of common stock in a bank or brokerage account, you can attend the Annual Meeting if you bring a recent bank or brokerage statement showing that you owned shares of common stock on the record date, and provide some form of government-issued photo identification. If your shares of common stock are held in a bank or brokerage account, contact your bank or broker to obtain a written legal proxy in order to vote your shares of common stock at the Annual Meeting. If you do not obtain a legal proxy from your bank or broker, you will not be entitled to vote your shares of common stock at the Annual Meeting.

Our directors are elected annually. Upon the recommendation of the Nominating and Corporate Governance Committee, seven nominees will be proposed for election as directors at the Annual Meeting to hold office until our next annual meeting of stockholders and until their successors are duly elected and qualify or their earlier death, resignation or removal. Our nominees were selected by our Board, based on the recommendation of the Nominating and Corporate Governance Committee. All seven nominees currently serve on our Board.

All of the nominees are willing to serve as directors but, if any of them should decline or be unable to act as a director, the individuals designated in the proxy cards as proxies will exercise the discretionary authority provided to vote for the election of such substitute nominee selected by our Board, unless our Board alternatively acts to reduce the size of the Board or maintain a vacancy on the Board in accordance with our Amended and Restated Bylaws. Our Board has no reason to believe that any such nominees will be unable or unwilling to serve.

Directors will be elected at the Annual Meeting by plurality vote. There is no cumulative voting in the election of directors.

The following table shows the name, age as of the date of this proxy statement, and position(s) held by each director nominee.

Our Board unanimously recommends that you vote "FOR" the election of each of the director nominees.

The principal occupations and employment of each director nominee and directorships held with other public companies during the past five years are set forth below. Following each nominee's biographical information, we have provided information concerning the particular experience, qualifications, attributes and skills that led the Nominating and Corporate Governance Committee and our Board to determine that such nominee should serve as a director.

Mark S. Ordan became our Chairman of the Board and CEO on October 31, 2016. Before that, he served as a consultant to HCP, Inc. ("HCP") from March 2016. His consulting arrangement with HCP terminated by its terms upon consummation of our spin-off from HCP on October 31, 2016. Mr. Ordan also serves as a director at VEREIT, a publicly traded full service real estate operating company, and is a member of both its audit committee and compensation committee. Since 2014, Mr. Ordan has served as a director of Washington Prime Group Inc., a publicly traded real estate investment trust ("REIT") owner, developer, and manager of over 100 shopping centers following its acquisition of Glimcher Realty Trust in January 2015. He will be retiring as a director of Washington Prime when his current term of office as a director expires in May 2017. He previously served as Washington Prime's Executive Chairman from January 2015 to December 2015 and as its Non-Executive Chairman from January 2016 to June 2016. Mr. Ordan also served as Washington Prime's Chief Executive Officer from May 2014 to January 15, 2015. As Chief Executive Officer of Washington Prime, Mr. Ordan oversaw its operations and led Washington Prime's acquisition of Glimcher Realty Trust. From January 2013 to November 2013, Mr. Ordan served as a director and as

the Chief Executive Officer of Sunrise Senior Living, LLC, the successor to the management business of Sunrise Senior Living, Inc. ("Sunrise"), which had been a publicly traded operator of approximately 300 senior living communities in the United States, Canada and the United Kingdom prior to its sale in January 2013. Mr. Ordan served as Sunrise's Chief Executive Officer from November 2008 to January 2013 and as a director from July 2008 to January 2013. While at Sunrise, Mr. Ordan led its restructuring and oversaw its eventual sale. He served as the Chief Executive Officer and President of The Mills Corporation ("Mills"), a publicly traded developer, owner and manager of a diversified portfolio of regional shopping malls and retail entertainment centers, from October 2006 to May 2007, as its Chief Operating Officer from February 2006 to October 2006 and as a director from December 2006 until May 2007. While at Mills, Mr. Ordan oversaw its operations and its eventual sale to Simon Property Group, Inc. and Farallon Capital Management, L.L.C. in May 2007. Before that, he served as President and Chief Executive Officer of Balducci's LLC, a gourmet food store chain. He also founded and served as Chairman, President and Chief Executive Officer of Fresh Fields Markets, Inc., an organic foods supermarket chain, eventually leading the merger of the company with Whole Foods Markets, Inc. Mr. Ordan also was employed in the equities division of the investment banking firm of Goldman, Sachs & Co. Mr. Ordan served as a director of Harris Teeter Supermarkets, Inc., a publicly traded supermarket chain, from February 2014 until January 2015, when it was acquired by The Kroger Co. He was a Trustee of Vassar College for 15 years. He also previously served for 10 years, including five years as Non-Executive Chairman, on the Board of Trustees of Federal Realty Investment Trust. Mr. Ordan currently serves on the boards of the following nonprofit organizations: the U.S. Chamber of Commerce and the Chesapeake Bay Foundation.

As the former chief executive officer of public companies in the healthcare and real estate industries, Mr. Ordan provides our Board with extensive experience in the management of large-scale healthcare operations and real estate portfolio management.

Glenn G. Cohen became a director on October 31, 2016. Mr. Cohen is Executive Vice President, Chief Financial Officer and Treasurer of Kimco Realty Corp., a REIT and one of the nation's largest publicly traded owners and operators of open-air shopping centers ("Kimco"). He was appointed as Kimco's Executive Vice President and Chief Financial Officer in 2010, and has been its Treasurer since 1997. Mr. Cohen directs financial and capital strategy and oversees the day-to-day accounting, financial reporting and planning, tax, treasury and capital market activities. In addition, he oversees Kimco's Information Technology group. Prior to joining Kimco in 1995 as Director of Accounting and Taxation, Mr. Cohen served as Chief Operating Officer and Chief Financial Officer for U.S. Balloon Manufacturing Co., Inc., a wholesale balloon distributor, Chief Financial Officer for EMCO Sales and Service, L.P., a distributor of office, computer and related supplies, and six years at the public accounting firm Coopers & Lybrand, LLP (predecessor to PricewaterhouseCoopers LLP). Mr. Cohen is a Certified Public Accountant and a member of the American Institute of Certified Public Accountants and the New York State Society of Certified Public Accountants. Mr. Cohen is also a member of the National Association of Real Estate Investment Trusts, Co-Chairman of its Financial Best Practices Council and a member of the International Council of Shopping Centers.

Mr. Cohen provides our Board with over 20 years of senior executive experience with global companies and REITs, including accounting and financial planning expertise.

Jerry L. Doctrow became a director on October 31, 2016. He is founder and principal of Robust Retirement® LLC through which he blogs on senior housing and care, speaks at industry conferences and conducts select consulting assignments. Mr. Doctrow was previously employed at Stifel Nicolaus & Company Incorporated, a full service brokerage and investment banking firm, from which he retired in 2015, as a senior advisor in investment banking where he focused solely on senior housing and care and healthcare real estate. Before that, Mr. Doctrow worked for 15 years at the Stifel and Legg Mason Wood Walker capital markets groups as an equity research analyst following healthcare providers, healthcare real estate, and other specialty real estate companies.

Mr. Doctrow brings to our Board substantial experience in seniors housing analysis and healthcare research.

Paul J. Klaassen became a director on October 31, 2016 and serves as our Lead Independent Director. He is the Co-Founder and Former Chairman and Chief Executive Officer of Sunrise. Mr. Klaassen served as Chairman of the Board of Sunrise from its inception in 1981 until March 2008 and as Chief Executive Officer from its inception until November 2008. From November 2008 until January 2013 when Sunrise was sold, he was Non-Executive Chairman of Sunrise's Board. Since January 2013, Mr. Klaassen has continued to serve on the boards of directors of The Netherland-American Foundation and the U.S. Chamber of Commerce. Mr. Klaassen also serves on the board of trustees of The Trinity Forum, a leadership academy. From July 2004 to February 2006, he served on the board of directors of Meristar Hospitality Corporation, a hotel REIT.

Mr. Klaassen provides our Board with over 25 years of experience as a founder and leader of a public operator of assisted living and senior housing facilities.

Philip R. Schimmel became a director on October 14, 2016. He is a retired Partner of the international accounting firm of KPMG LLP. He served as an Audit Partner of KPMG from 1985 until 2012. While at KPMG, Mr. Schimmel also served as the National Partner in charge of Risk Management, Audit and Independence groups from 2013 to 2016. From 2007 to 2012, he served on the Board of KPMG, during which time he chaired the Nominating Committee of the Board, chaired the Professional Practice Committee and served as the Board's Lead Director. Mr. Schimmel also served as the former Board Chair of St. Joseph Hospital Foundation. Mr. Schimmel is a member of the American Institute of Certified Public Accountants and Virginia Society of Certified Public Accountants.

Mr. Schimmel provides our Board with extensive accounting, financial and management expertise, with over 40 years of experience at a public accounting firm.

Kathleen Smalley became a director on October 31, 2016. She is of counsel to the law firm of Locke Lord LLP where her practice includes sophisticated real estate transactions and disputes, complex corporate transactions, and corporate and family business governance. She also teaches as an adjunct professor at UCLA Anderson School of Management. She was previously a partner at Locke Lord LLP from 2015 to 2017. She was a partner at Boies, Schiller & Flexner, LLP from 2012 to 2015. Ms. Smalley also served as Trustee of the California State Teachers' Retirement System from 2004 to 2005 and is a director of iCivics, a non-profit organization that provides educational online and lesson plans to promote civics education and encourage students to become active citizens.

As the former general counsel of multiple real estate companies and a former trustee of a public pension fund, Ms. Smalley brings extensive legal expertise in real estate and governance to our Board.

Donald C. Wood became a director on October 31, 2016. He has been President and Chief Executive Officer of Federal Realty Investment Trust (the "Trust"), a publicly traded REIT specializing in the ownership, management and redevelopment of retail and mixed-use properties, since January 2003. Prior to that, Mr. Wood held various other officer positions with the Trust, including President and Chief Operating Officer (from 2001 to 2003), Senior Vice President and Chief Operating Officer (from 2000 to 2001), Senior Vice President-Chief Operating Officer and Chief Financial Officer (from 1999 to 2000) and Senior Vice President-Treasurer and Chief Financial Officer (from 1998 to 1999). Mr. Wood has been a Trustee of the Trust since 2003. He served as Chairman of the Board of the National Association of Real Estate Investment Trusts (from November 2011 to November 2012); a member of the Board of Governors (since 2010) and the Executive Committee (from February 2014 to May 2015) of the International Council of Shopping Centers; and a director of Post Properties, Inc. (from May 2011 to December 2016), a publicly traded REIT that developed and operated upscale multifamily communities in the United States until it was acquired in a merger by Mid-America Apartment Communities, Inc. in December 2016.

Mr. Wood brings to our Board extensive senior executive REIT experience and significant board of directors experience.

The name, age as of the date of this proxy statement, and position(s) held by each of our current executive officers are set forth in the table below.

Biographical information for Mr. Ordan is set forth above under "Proposal No. 1: Election of Directors." Biographical information for each of our other executive officers is set forth below.

Greg Neeb became our President and Chief Investment Officer on October 31, 2016. Before our spin-off from HCP on that date, Neeb Management, LLC, a privately held real estate management firm founded by Mr. Neeb in 2013, was a consultant to HCP from May 2016. This consulting arrangement with HCP terminated by its terms upon consummation of the spin-off. Mr. Neeb continues to serve as the Managing Member of Neeb Management, LLC and of Neeb Investments, LLC, a privately held real estate investment firm also founded by Mr. Neeb in 2013. As Managing Member of these entities, Mr. Neeb is responsible for management administrative and investment decisions of the firms. From April 2008 until January 2013, Mr. Neeb served as Chief Investment and Administrative Officer of Sunrise. In this role, he was responsible for investments, acquisitions, dispositions and capital markets, as well as administrative operational matters. From 1995 to 2007, Mr. Neeb served as Chief Investment Officer of Mills, where he was responsible for investments, acquisitions, dispositions and capital markets. He also served in various other positions at Mills, including Senior Vice President and Treasurer. From 1989 to 1995, Mr. Neeb worked as a Manager for Kenneth Leventhal & Company, a real estate accounting and consulting firm serving real estate and related companies and where he earned his Certified Public Accountant designation.

C. Marc Richards became our Chief Financial Officer on October 31, 2016. Before our spin-off from HCP on that date, he served as a consultant to HCP from March 2016. His consulting arrangement with HCP terminated by its terms upon consummation of the spin-off. He previously served as Executive Vice President and Chief Administrative Officer of Washington Prime Group Inc. from January 2015 to January 2016. In this role, Mr. Richards supervised the integration of Washington Prime and Glimcher Realty Trust. From May 2014 to January 2015, Mr. Richards served as Chief Financial Officer of Washington Prime. As Washington Prime's Chief Financial Officer, Mr. Richards oversaw financial reporting, Sarbanes-Oxley Act compliance and tax matters. From January 2013 to May 2014, Mr. Richards served as Chief Financial and Administrative Officer of Sunrise Senior Living, LLC and was responsible for finance, accounting, tax and risk and asset management. From March 2011 to January 2013, he served as the Chief Financial Officer of Sunrise and from July 2009 to March 2011 as its Chief Accounting Officer. In these roles, he was responsible for financial and public company reporting matters, Sarbanes-Oxley Act compliance, and tax matters. Before joining Sunrise, from November 2007 to July 2009, Mr. Richards served as Vice President of JE Robert Companies, an equity fund manager, which invests in portfolios, real estate, commercial mortgage backed securities and loans, and operating companies, and as Controller for JER Investors Trust, a REIT that invests in real estate loans, commercial mortgage backed securities and other structured financial products. From May 2006 to October 2007, Mr. Richards served as Vice President and Corporate Controller of Republic Property Trust, a publicly traded owner, operator and redeveloper of commercial office buildings in the Washington, D.C. area, which was acquired by Liberty Property Trust in August 2007. From 2001 until May 2006, Mr. Richards served in a variety of leadership positions with increasing responsibilities at Mills. Mr. Richards is a Certified Public Accountant.

Our Corporate Governance Guidelines provide that a majority of the Board must consist of directors who are "independent" under the listing standards of the New York Stock Exchange ("NYSE") and applicable securities laws and regulations. As part of the qualification for director independence, the NYSE listing standards require our Board to affirmatively determine that the director has no material relationship with us, either directly or as a partner, stockholder or officer of an organization that has a relationship with us.

Our Board has affirmatively determined that each of Ms. Smalley and Messrs. Cohen, Doctrow, Klaassen, Schimmel and Wood qualifies as "independent" under the NYSE's listing standards. Mr. Ordan is our Chairman of the Board and Chief Executive Officer ("CEO") and, therefore, is not "independent" under NYSE listing standards.

Our Board believes it is important to select our Chairman of the Board and CEO in the manner it considers in our best interests at any given point in time. Accordingly, these positions may be filled by one individual or by two different individuals. Our Board considered the circumstances and determined that in light of Mr. Ordan's experience, it was appropriate to combine the position of Chairman and CEO, and consequently, Mr. Ordan currently serves as both our Chairman of the Board and CEO.

Our Corporate Governance Guidelines provide that the independent directors will annually elect an independent director to serve as the Lead Independent Director. The Lead Independent Director serves as a resource to the Chairman of the Board and to the other independent directors, coordinating the activities of the independent directors. The Lead Independent Director performs such other duties and responsibilities as the Board may determine.

Our Board has determined that the Lead Independent Director should have the following specific duties and responsibilities:

In addition, if requested by major stockholders, the Lead Independent Director will ensure that he or she is available for consultation and direct communication.

In light of the fact that our Chairman and CEO positions are currently held by the same individual, our Board believes that having a Lead Independent Director is in the best interest of our stockholders at this time. Among other things, the Lead Independent Director enhances the independence of the Board and facilitates free and open discussion and communication among the Independent Directors.

Our Board has a standing Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee that were established in connection with our spin-off from HCP. Each Committee has a written charter, which is posted on the Corporate Governance section of our website at www.qcpcorp.com, and may be obtained in print, without charge, by any stockholder upon request by writing to Quality Care Properties, Inc., 7315 Wisconsin Ave., Suite 250-W, Bethesda, MD 20814, Attention: Corporate Secretary.

The Audit Committee was established before the completion of our spin-off from HCP with Mr. Schimmel as its sole member. Mr. Cohen and Ms. Smalley were appointed as members of the Audit Committee effective upon the completion of our spin-off from HCP on October 31, 2016. The members of the Compensation Committee and the Nominating and Corporate Governance Committee also were appointed effective October 31, 2016.

The Audit Committee assists our Board with its oversight responsibilities regarding the integrity of our financial statements and internal controls over financing reporting, the qualifications, independence and performance of our independent registered public accounting firm, the performance of our internal audit function and our compliance with legal and regulatory requirements.

Under its charter, the Audit Committee's responsibilities include, among others:

The charter of the Audit Committee requires that each member meet the independence and other requirements of the NYSE and the SEC for audit committee members. Our Board has determined that each member of the Audit Committee is "independent" under these requirements and is "financially literate" under NYSE listing standards.

The Board also has determined that each of Mr. Cohen and Mr. Schimmel qualifies as an "audit committee financial expert," as defined in SEC rules.

The Compensation Committee oversees our compensation and employee benefit plans and practices, including our executive compensation plans, and our incentive-compensation and equity-based plans.

Under its charter, the Compensation Committee's responsibilities include, among others:

The Compensation Committee also reviews and makes recommendations regarding the amount and composition of compensation paid to our directors. However, the full Board of Directors determines the compensation for our directors.

The Compensation Committee has authority to retain or obtain the advice and assistance of a compensation consultant, legal counsel or other advisor.

The charter of the Compensation Committee requires that each member meet the independence requirements of the NYSE, be a "non-employee director" within the meaning of Rule 16b-3 under the Exchange Act and be an "outside director" under regulations promulgated under Section 162(m) of the Internal Revenue Code of 1986, as amended. Our Board has determined that each member of the Compensation Committee satisfies these requirements.

Mr. Ordan's employment agreement was approved by the board of directors of the company prior to our spin-off from HCP on October 31, 2016. The employment agreements with Messrs. Neeb and Richards were approved by the Compensation Committee in December 2016. The initial equity awards for each of Messrs. Ordan, Neeb and Richards were also made by our Compensation Committee.

In November 2016, the Compensation Committee engaged Semler Brossy, an executive compensation consulting firm, to assist the Compensation Committee with respect to the design and operation of our executive compensation program on behalf of our Board. In this role, Semler Brossy (a) developed a peer group to benchmark executive pay going forward and collected and reported on pay data among the peer group companies and broader market based data, (b) collected data on compensation practices for other spin-off transactions, (c) supported the Compensation Committee in negotiating the executive employment agreements with Messrs. Neeb and Richards and the letter agreement with Mr. Ordan, and (d) reviewed and provided feedback on the terms of those agreements. Semler Brossy also assisted the Compensation Committee in the design of the director compensation program recommended by the Compensation Committee to our Board.

The Compensation Committee has the sole authority to approve the compensation consultant's fees and terms of its engagement. Prior to its engagement of Semler Brossy, the Compensation Committee reviewed Semler Brossy's independence from management taking into account the factors impacting independence that are set forth in the Compensation Committee's charter and NYSE listing standards.

In making compensation decisions in 2016 for Messrs. Neeb and Richards, including with respect to the terms of their employment agreements and initial equity awards, the Compensation Committee also considered the recommendations of the CEO. Although the CEO's recommendations are given significant weight, the Compensation Committee retains full discretion when determining compensation for all executive officers.

The Nominating and Corporate Governance Committee is appointed by our Board to assist it in discharging our Board's responsibilities regarding the identification of qualified candidates to become Board members, the recommendation of nominees for election as directors at the next annual meeting or special meeting of stockholders at which directors are to be elected, the recommendation of

candidates to fill Board vacancies, the development and recommendation to the Board of a set of corporate governance guidelines and principles and oversight of the evaluation of the performance of our Board and management.

Under its charter, the Nominating and Corporate Governance Committee's responsibilities include, among others:

The Nominating and Corporate Governance Committee has the authority to retain independent counsel, experts or other advisors and any search firm to be used by the Nominating and Corporate Governance Committee to identify director candidates.

The charter of the Nominating and Corporate Governance Committee requires that each member meet the independence requirements of the NYSE. Our Board has determined that each member of the Nominating and Corporate Governance Committee is "independent" under the NYSE requirements.

Our Compensation Committee was established on October 31, 2016 in connection with our spin-off from HCP. During 2016, no member of the Compensation Committee was an officer, employee or former officer of our company or any of our subsidiaries or had any relationship requiring disclosure in this proxy statement pursuant to applicable SEC rules.

During 2016, our Board met one time. During 2016, each of our directors attended at least 75% of the aggregate number of meetings of the Board and the Committees on which they served.

Under our Corporate Governance Guidelines, to ensure free and open discussion and communication among the independent directors of the Board, the independent directors meet in executive session without management present in connection with the regularly scheduled quarterly meetings of our Board. Mr. Klaassen presides at these executive sessions.

Our Board believes that effective risk management involves our entire corporate governance framework. Management is responsible for identifying material risks, implementing appropriate risk management strategies, integrating consideration of risk and risk management into our decision making process, and ensuring that information with respect to material risks is transmitted to senior executives and our Board.

Our Board, primarily through the Audit and Compensation Committees, provides overall oversight of the risk management process, as summarized in the table below. The Board also believes that having a lead independent director, as described under "—Board Leadership Structure" above, is conducive to its risk oversight process.

Board/Committee		Risk Oversight Responsibilities

Board		• Overall oversight of the risk management process
		• Development of business strategy and major resource allocation
		• Leadership of management succession planning
		• Overall oversight of business conduct and compliance
		• Receipt of regular reports from Board Committees on specific risk oversight responsibilities
Audit Committee		• Enterprise risk management activities of our company
		• Integrity of our company's financial statements
		• Internal controls over financial reporting
		• The performance of the internal audit function
		• Review with management any significant risks or exposures faced by us, the steps management has taken to identify, mitigate, monitor or control such risks or exposures, and our underlying policies with respect to risk assessment and risk management
		• Report to the Board following each regular Committee meeting
Compensation Committee		• Evaluate whether incentive and other forms of pay encourage unnecessary or excessive risk taking
		• Review and discuss, at least annually, the relationship between risk management policies and practices, corporate strategy and our compensation arrangements
		• Report to the Board following each regular Committee meeting
Nominating and Corporate Governance Committee		• Overall corporate governance leadership • Provide recommendations regarding Board and Committee composition • Report to the Board following each regular Committee meeting

Our Board as a whole is responsible for selecting nominees for the Board. The Nominating and Corporate Governance Committee is responsible for screening and recommending candidates.

Our Nominating and Corporate Governance Committee does not set specific, minimum qualifications that nominees must meet to be recommended as a candidate for election to our Board. Rather, the Committee will consider various factors, including, but not limited to:

We do not have a formal policy for the consideration of diversity in identifying nominees for director. However, in addition to the criteria noted above, the Committee strives to create diversity in perspective, background and experience in our Board as a whole, when identifying and selecting nominees.

The Nominating and Corporate Governance Committee will consider potential director nominees recommended by various sources, including Board members, stockholders and senior management. The Committee may also hire a search firm.

The Nominating and Corporate Governance Committee will consider candidates properly recommended by stockholders. A stockholder who wishes to recommend a director candidate should send such recommendation to our Corporate Secretary at 7315 Wisconsin Ave., Suite 250-W, Bethesda, Maryland 20814, who will forward it to the Nominating and Corporate Governance Committee. Any such recommendation should include a description of the candidate's qualifications for Board service, including with regard to the criteria to be considered by the Nominating and Corporate Governance Committee for recommending candidates for Board membership as set forth above, the candidate's written consent to be considered for nomination and to serve if nominated and elected, and addresses and telephone numbers for contacting the stockholder and the candidate for more information. A stockholder who wishes to nominate an individual as a director candidate at the annual meeting of stockholders, rather than recommend the individual to the Nominating and Corporate Governance Committee as a nominee, must comply with the requirements for stockholder nominations set forth in our Amended and Restated Bylaws. The stockholder nominee will be evaluated by the Nominating and Governance Committee of the Board using the same standards as it uses for all Director nominees that it nominates.

Under our Amended and Restated Bylaws commencing with our 2020 Annual Meeting of Stockholders, a stockholder or a group of up to 25 stockholders, owning at least 3% of our shares continuously for three years, may nominate directors constituting up to a maximum for all eligible stockholders nominating directors of 20% of our Board or two directors, whichever is greater, for inclusion in our proxy materials, subject to complying with the requirements contained in our Amended and Restated Bylaws.

Stockholders who wish to contact members of our Board may send written correspondence to the Board, c/o Quality Care Properties, Inc., 7315 Wisconsin Ave., Suite 250-W, Bethesda, Maryland 20814. In addition, any interested party may communicate with the Lead Independent Director or the Chairman of the Board, as applicable, or with our non-management directors as a group, by contacting the Corporate Secretary, c/o Quality Care Properties, Inc., 7315 Wisconsin Ave., Suite 250-W, Bethesda, Maryland 20814. Stockholders should provide proof of share ownership and appropriate contact information in all correspondence. All communications from verified stockholders will be received and processed by the Corporate Secretary, and then directed to the appropriate member(s) of our Board other than certain items unrelated to the Board member's duties, such as spam, junk mail, solicitations, employment inquiries and similar items.

This will be our first annual meeting as a public company. We encourage all members of the Board to attend the 2017 annual meeting. Under our Corporate Governance Guidelines, directors are expected to make every reasonable effort to attend the company's annual meeting of stockholders.

Our Board has adopted Corporate Governance Guidelines with respect to, among other things, Board composition, Board meetings, the Board's standing committees, stockholder communications with the Board, expectations for directors, succession planning, and Board and committee self-evaluations. A current copy of our Corporate Governance Guidelines is posted on the Corporate Governance section of our website at www.qcpcorp.com, and may be obtained in print, without charge, by any stockholder upon request by writing to Quality Care Properties, Inc., 7315 Wisconsin Ave., Suite 250-W, Bethesda, MD 20814, Attention: Corporate Secretary.

We have adopted a Code of Business Conduct and Ethics that applies to all of our directors and employees. The Code of Business Conduct and Ethics sets forth our policies and expectations on a number of topics, including corporate opportunities, conflicts of interest, compliance with laws (including insider trading laws), protection and use of our assets and competition and fair dealing. The Code of Business Conduct and Ethics also includes provisions intended to satisfy the requirements for a "code of ethics," as defined in SEC rules, and that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.

The current Code of Business Conduct and Ethics is posted in the Corporate Governance section of our website at www.qcpcorp.com, and may be obtained in print, without charge, by any stockholder upon request by writing to Quality Care Properties, Inc., 7315 Wisconsin Ave., Suite 250-W, Bethesda, MD 20814, Attention: Corporate Secretary.

We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding a substantive amendment to, or material departure from, the code of ethics provisions in our Code of Business Conduct and Ethics that apply to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, by timely posting such information in the Corporate Governance section of our website at www.qcpcorp.com rather than by filing a Form 8-K.

We completed our spin-off from HCP on October 31, 2016 and we qualify as an "emerging growth company," as defined in Section 3(a)(80) of the Exchange Act. As a result, under Section 14A of the Exchange Act, we are currently exempt from the requirement to include in this proxy statement stockholder advisory votes on certain executive compensation matters such as "say on pay" and "say on frequency" and we qualify for certain scaled executive compensation disclosure requirements applicable to emerging growth companies.

PROPOSAL NO. 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM

The Audit Committee has selected Deloitte & Touche LLP ("Deloitte") as our independent registered public accounting firm for our fiscal year ending December 31, 2017.

We are asking stockholders at the Annual Meeting to ratify the selection of Deloitte as our independent registered public accounting firm for 2017. Although ratification is not required by our organizational documents or otherwise, our Board is submitting the selection of Deloitte to our stockholders as a matter of good corporate governance practices. If the selection is not ratified, the Audit Committee will consider whether it is appropriate to select another independent registered public accounting firm. Even if the appointment is ratified, the Audit Committee, in its discretion, may appoint a different independent registered public accounting firm at any time during the year if the Audit Committee determines that such a change would be in the best interests of our company and our stockholders.

A representative of Deloitte is expected to attend the Annual Meeting and will have an opportunity to make a statement and be available to respond to appropriate questions.

Ratification of the appointment of Deloitte as our independent registered public accounting firm for 2017 requires the affirmative vote of a majority of the votes cast on this proposal at the Annual Meeting.

Our Board unanimously recommends that you vote "FOR" ratification of the appointment of Deloitte as our independent registered public accounting firm for our fiscal year ending December 31, 2017.

The following table shows information about the fees billed, or that will be billed, by Deloitte during or related to our fiscal year ended December 31, 2016. No information is provided for 2015 because we were newly formed by HCP on June 9, 2016 in connection with our spin-off from HCP on October 31, 2016.

Under its charter, the Audit Committee must pre-approve all audit and permitted non-audit services performed by Deloitte, except that Committee pre-approval of non-audit services (other than review and attest services) will not be required if such services fall within available exceptions established by the SEC. Committee pre-approval of audit and non-audit services also will not be required if the engagement for the services is entered into pursuant to pre-approval policies and procedures established by the Committee. The Committee may delegate to one or more designated members of the Committee the authority to grant pre-approvals, provided such approvals are presented to the Committee at a subsequent meeting.

Our Audit Committee was formed on October 14, 2016 prior to our spin-off from HCP on October 31, 2016. All of the audit, audit-related, tax and other fees listed above that were incurred after our spin-off from HCP were approved by the Audit Committee pursuant to the policy described in the preceding paragraph.

Our management is responsible for the preparation, presentation and integrity of our financial statements as well as our financial reporting process, accounting policies, internal audit function, internal accounting controls and disclosure controls and procedures.

Deloitte & Touche LLP, our independent registered public accounting firm, is responsible for performing an independent audit of our combined consolidated financial statements for 2016 in accordance with the standards of the Public Company Accounting Oversight Board (the "PCAOB") and expressing an opinion on whether our combined consolidated financial statements present fairly, in all material respects, our combined consolidated balance sheets, and our combined consolidated statements of income and comprehensive income, equity, and cash flows in conformity with U.S. generally accepted accounting principles.

The Audit Committee has reviewed our audited financial statements for the fiscal year ended December 31, 2016 and discussed them with our management and Deloitte.

The Audit Committee also has received from, and discussed with, Deloitte various communications that it is required to provide to the Audit Committee, including the matters required to be discussed by AS 1301: Communications with Audit Committees.

The Audit Committee has received the written disclosures and the letter from Deloitte required by the applicable requirements of the PCAOB regarding Deloitte's communications with the Audit Committee concerning independence, and has discussed with Deloitte their independence.

Based on the review and discussions referred to above, the Audit Committee recommended to our Board that the audited financial statements be included in our Annual Report on Form 10-K for the year ended December 31, 2016.

The following table sets forth annual compensation for fiscal year 2016 for each of Messrs. Ordan, Neeb and Richards, whom we refer to as our "named executive officers." Prior to fiscal year 2016, none of our named executive officers was employed or otherwise engaged by or received compensation from us or, prior to our spin-off from HCP on October 31, 2016, from HCP.

(1): Represents pro-rated annual base salaries earned by each of Messrs. Ordan, Neeb and Richards for the period from October 31, 2016 through December 31, 2016.
(2): Includes one-time, spin-off completion bonuses paid to Messrs. Ordan, Neeb and Richards of $3.0 million, $2.0 million and $1.0 million, respectively, and pro-rated annual performance bonuses earned by each of them for 2016 of $333,333, $191,667 and $100,000, respectively.
(3): Represents the total grant date fair value for financial statement purposes of restricted stock unit awards granted to the named executive officers during 2016 determined in accordance with FASB ASC Topic 718. For a description of the assumptions used in computing the aggregate grant date fair values of these awards, refer to Note 11 to our Combined Consolidated Financial Statements included in our 2016 Form 10-K. The aggregate grant date fair values included in this column reflect the company's accounting expense for these awards and do not correspond to the actual values, if any, that will be realized by the named executive officers.
(4): Represents the total grant date fair value for financial statement purposes of stock option awards granted to the named executive officers during 2016 determined in accordance with FASB ASC Topic 718. For a description of the assumptions used in computing the aggregate grant date fair values of these awards, refer to Note 11 to our Combined Consolidated Financial Statements included in our 2016 Form 10-K. The aggregate grant date fair values included in this column reflect the company's accounting expense for these awards and do not correspond to the actual values, if any, that will be realized by the named executive officers.

For awards that are subject to one or more performance conditions, the grant date fair value is based on the probable outcome of achievement of the performance conditions as of the date of grant. For the market condition-based stock option awards that we granted in December 2016, the grant date fair value, which is based on the probable outcome of the achievement of the market condition-based performance condition and is included in this column, is as follows: Mr. Ordan—$2,387,340; Mr. Neeb—$1,671,138; and Mr. Richards—$954,936. In accordance with SEC rules, we also are required to disclose the grant date fair value for awards with performance conditions assuming maximum performance, if different than the grant date fair value based on the probable outcome of achievement of the performance condition. The grant date fair value for these stock

On August 3, 2016, we entered into an employment agreement with Mark S. Ordan, which was subsequently amended effective October 3, 2016, pursuant to which Mr. Ordan serves as our Chief Executive Officer. On December 2, 2016, we entered into a letter agreement with Mr. Ordan memorializing actions under, and further changes to, his employment agreement. On December 2, 2016, we entered into employment agreements with Greg Neeb, our President and Chief Investment Officer, and with C. Marc Richards, our Chief Financial Officer.

Term. The employment agreements became effective as of October 31, 2016 upon the completion of our spin-off from HCP, and will expire on the fourth anniversary of the completion of the spin-off or an earlier termination of the named executive officer's employment.

Annual Compensation. Under their respective employment agreements, Mr. Ordan will receive an initial annual base salary of $800,000 and will be eligible to receive a target annual cash performance bonus equal to 250% of his base salary (pro-rated for 2016), Mr. Neeb will receive an initial annual base salary of $575,000 and will be eligible to receive a target annual cash performance bonus equal to 200% of his base salary (pro-rated for 2016) and Mr. Richards will receive an initial annual base salary of $400,000 and will be eligible to receive a target annual cash performance bonus equal to 150% of his base salary (pro-rated for 2016). The named executive officers' base salaries will be reviewed annually by the Compensation Committee and may be increased in its discretion (but not decreased). Under their respective employment agreements, beginning in 2017, Messrs. Ordan, Neeb and Richards also will be eligible to receive annual equity award grants that have a target value equal to 250%, 200% and 150% of their respective annual base salaries and are subject to time-based and performance-based vesting criteria determined by the Compensation Committee.

Completion Bonus and Related Clawback. Mr. Ordan's employment agreement authorized the Compensation Committee to determine the amount of Mr. Ordan's spin-related completion bonus. In Mr. Ordan's letter agreement, the Compensation Committee set the amount of the completion bonus at $3,000,000, which is a level that had been previously contemplated under his original employment agreement. The Compensation Committee added a clawback of Mr. Ordan's completion bonus (based on the number of full months worked) if Mr. Ordan terminates his employment with us other than for "good reason" (as described under "—Additional Narrative Disclosure—Definition of Good Reason" below) or we terminate Mr. Ordan's employment for "cause" (as described under "—Additional Narrative Disclosure—Definition of Cause" below) during the three-year period following the completion of our spin-off from HCP. Under their respective employment agreements, Mr. Neeb received a completion bonus of $2,000,000 and Mr. Richards received a completion bonus of $1,000,000. These completion bonuses are subject to clawback on the same basis as Mr. Ordan's completion bonus.

Initial RSUs and Initial Options and Related Clawback. The original employment agreement with Mr. Ordan provided that on or promptly following the completion of our spin-off from HCP, Mr. Ordan would receive a one-time equity award grant of restricted stock units ("Initial RSUs")

relating to 1,000,000 shares of our common stock and initial non-qualified stock options ("Initial Options") to purchase 8,000,000 shares of our common stock, subject to adjustment if the fully diluted shares of our common stock upon the completion of our spin-off was different from what was then expected. The per-share exercise price of the Initial Options was to be determined by a pricing committee comprised of two directors of HCP and one of our directors based on the volume-weighted average price of a share of our common stock over a 45-60 day period following the spin-off, trading in comparable companies, the net asset value for our assets and other risks and factors relating to us, but in no event may the per share exercise price be less than the fair value of a share of our common stock on the grant date.

As reflected in his December letter agreement, on November 29, 2016 the Compensation Committee granted Mr. Ordan Initial RSUs with a grant date fair value of $3,000,000. As reflected in their respective employment agreements, on November 29, 2016, the Compensation Committee granted Mr. Neeb and Mr. Richards Initial RSUs with grant date fair values of $2,000,000 and $1,000,000, respectively. If any cash dividends are paid by us while the Initial RSUs are outstanding, the number of shares subject to the Initial RSUs will be increased to reflect the amount of the dividend and such additional restricted stock units will be subject to the same terms and conditions as the Initial RSUs. The number, vesting, exercisability and other terms of the Initial RSUs are described in the Outstanding Equity Awards at 2016 Fiscal Year End table and related footnotes and under "—Additional Narrative Disclosure—Equity Award Acceleration" below.

Pursuant to Mr. Ordan's December letter agreement, Mr. Ordan was granted Initial Options for 1,600,000 shares of our common stock instead of for 8,000,000 shares as provided in his original employment agreement. The letter agreement further provided that the pricing committee would consist of three independent members of our Board and would no longer consist of any HCP directors. Pursuant to their respective employment agreements, Mr. Neeb was granted Initial Options for 1,120,000 shares of our common stock and Mr. Richards was granted Initial Options for 640,000 shares of our common stock. One-half of the Initial Options were vested on the date of grant and one-half of the Initial Options will vest only upon the achievement of specified percentage increases in our common stock price above the option exercise price (the "Market Condition-Based Initial Options"). The per share exercise price, vesting, exercisability and other terms of the Initial Options granted by our Compensation Committee on December 15, 2016 to our named executive officers, including the stock price increase criteria applicable to the Market Condition-Based Initial Options, are described in the Outstanding Equity Awards at 2016 Fiscal Year End table and related footnotes and under "—Additional Narrative Disclosure—Equity Award Acceleration" below.

As described in the Outstanding Equity Awards at 2016 Fiscal Year End table and related footnotes, the Initial Options do not become exercisable until the third anniversary of the grant date. If the named executive officer's employment terminates during the first two years following the grant date, we may claw back the Initial Options (unless on or before termination they have become exercisable as a result of a change in control (as described under "—Additional Narrative Disclosure—Definition of Change in Control" below) of us).

Adjustment Options. In light of the limits placed on Mr. Ordan's Initial RSUs, Mr. Ordan was granted additional non-qualified stock options ("Adjustment Options") by the Compensation Committee on December 15, 2016 with a grant date fair value of approximately $1,750,000 pursuant to the terms of his letter agreement with us. Under their respective employment agreements, Mr. Neeb and Mr. Richards were granted Adjustment Options by the Compensation Committee on December 15, 2016 with a grant date fair value of approximately $1,225,000 and $900,000, respectively. The number, per share exercise price and other terms of the Adjustment Options granted to our named executive officers are described in the Outstanding Equity Awards at 2016 Fiscal Year End table and footnotes and under "—Additional Narrative Disclosure—Equity Award Acceleration" below.

In light of the performance of our company and of each of Messrs. Ordan, Neeb and Richards, the Compensation Committee has determined that the annual performance bonuses earned by each of them for 2016 should be the target annual cash bonus set forth in their respective employment agreements, pro-rated as appropriate, resulting in bonuses for Messrs. Ordan, Neeb and Richards of $333,333, $191,667 and $100,000, respectively.

The following table sets forth the outstanding equity awards for each named executive officer as of December 31, 2016.

		Option Awards										Stock Awards

Name	Type of award	Number of securities underlying unexercised options unexercisable (#)			Equity incentive plan awards: Number of securities underlying unexercised unearned options (#)			Option exercise price ($)		Option expiration date		Number of shares or units of stock that have not vested (#)			Market value of shares or units of stock that have not vested ($)(5)
Mark S. Ordan	Initial Options		800,000	⁽¹⁾				$	15.73		12/15/2023
	Market Condition—Based Initial Options					800,000	⁽²⁾	$	15.73		12/15/2023
	Adjustment Options		594,694	⁽³⁾				$	15.73		12/15/2023
	Initial RSUs												203,804	⁽⁴⁾	$	3,158,962
Greg Neeb	Initial Options		560,000	⁽¹⁾				$	15.73		12/15/2023
	Market Condition—Based Initial Options					560,000	⁽²⁾	$	15.73		12/15/2023
	Adjustment Options		416,286	⁽³⁾				$	15.73		12/15/2023
	Initial RSUs												135,869	⁽⁴⁾		2,105,970
C. Marc Richards	Initial Options		320,000	⁽¹⁾				$	15.73		12/15/2023
	Market Condition—Based Initial Options					320,000	⁽²⁾	$	15.73		12/15/2023
	Adjustment Options		305,842	⁽³⁾				$	15.73		12/15/2023
	Initial RSUs												67,934	⁽⁴⁾		1,052,977

(1): These options, which represent one-half of the Initial Options, vested in full on the December 15, 2016 grant date but will not become exercisable until the third anniversary of the grant date.
(2): These options, which represent one-half of the Initial Options, will vest in equal installments on the date that the volume-weighted average price of our common stock over a 40 consecutive trading day period exceeds the per share exercise price of the options by 25%, 50%, 75% and 100%, respectively, subject to the named executive officer's continued employment through that date. Once vested, these options will become exercisable on the third anniversary of the December 15, 2016 grant date.
(3): These Adjustment Options will vest in full and become exercisable on the third anniversary of the December 15, 2016 grant date, subject to the named executive officer's continued employment through that date.
(4): These Initial RSUs will vest in full on the third anniversary of the November 29, 2016 grant date, subject to the named executive officer's continued employment through that date.
(5): Represents the closing price per share of our common stock on December 30, 2016 of $15.50 as reported by the NYSE multiplied by the number of Initial RSUs.

Severance Payments. The employment agreements with our named executive officers provide that if the named executive officer's employment with us terminates prior to the fourth anniversary of the completion of our spin-off from HCP as a result of either a termination by us without "cause" (as described below) or by the named executive officer for "good reason" (as described below) and the named executive officer executes a general release of claims in favor of us, he will receive salary continuation in an amount equal, in the case of Mr. Ordan, to two times the sum of his annual base salary and target annual cash bonus paid in equal installments in accordance with our payroll practice over a 24-month period and, in the case of Messrs. Neeb and Richards, to one times the sum of his annual base salary and target annual cash bonus paid in equal installments in accordance with our payroll practice over a 12-month period.

However, if such a termination occurs upon or within two years following a "change in control" (as described below), Mr. Ordan will instead receive a lump sum cash payment equal to three times the sum of his annual base salary and target annual cash bonus and Messrs. Neeb and Richards will instead receive a lump sum cash payment equal to two times the sum of their annual base salary and target annual cash bonus.

In the event of any potential exposure to excise taxes under Section 280G or 4999 of the Internal Revenue Code of 1986, as amended, the employment agreements provide that such payments and benefits either will be paid in full or reduced to a level such that the excise taxes are not imposed, whichever provides a better after-tax result for the named executive officer.

Equity Award Acceleration. The Initial RSUs and the Adjustment Options cliff-vest in full on the third anniversary of the applicable grant date subject to the named executive officer's continued employment, provided that if the named executive officer's employment is terminated by us without "cause" (as described below) or if he resigns his employment for "good reason" (as described below), in each case, on or within two years after a "change in control" (as described below) of us, the Initial RSUs and the Adjustment Options will vest in full as of such termination date. Upon the occurrence of a change in control, (a) any of the Initial Options that vested in full on the grant date but that are then outstanding and unexercisable will become exercisable, and (b) any of the remaining Initial Options that are then outstanding and unvested will vest and become exercisable to the extent that the per share transaction price exceeds the $15.73 per share exercise price by 25%, 50%, 75% and 100%, respectively, and any such options that do not become so vested will be cancelled.

Restrictive Covenants. The employment agreements provide that, during the period of employment with us and continuing for two years following the termination of employment with us for any reason, the named executive officer will not compete with us or solicit our employees, consultants, other service providers, clients or customers. The employment agreements also contain standard perpetual provisions relating to confidentiality and cooperation with litigation and financial audits.

Definition of Cause. For purposes of the employment agreements and the equity awards, "cause" means, in summary, the named executive officer's:

Definition of Good Reason. For purposes of the employment agreements and the equity awards, "good reason" means, in summary:

Definition of Change in Control. For purposes of the employment agreements and the equity awards, a "change in control" means, in summary:

Under our written Related Person Transactions Policy, adopted effective October 31, 2016, as amended, related person transactions that are identified as such by management prior to consummation will be considered by the Audit Committee. If a member of our management becomes aware of a related party transaction that has not been previously approved or previously ratified under this Policy, such person will promptly notify the Audit Committee, and the Audit Committee will consider whether the related person transaction should be approved, ratified or rescinded, including whether any other action should be taken.

For purposes of our Related Person Transactions Policy, "related person transactions" are generally defined consistent with applicable SEC rules as any transaction, arrangement or relationship (or any series of transactions, arrangements or relationships) in which we are a participant, the amount involved exceeds $120,000 and any of our directors, director nominees, executive officers, greater than 5% stockholders or any of their respective immediate family members has a direct or indirect material interest.

In determining whether to approve or reject a related person transaction, the Audit Committee takes into account, among other factors it deems appropriate, whether the proposed transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances, as well as the extent of the related person's economic interest in the transaction. The Audit Committee may approve only those related person transactions that are in, or are not inconsistent with, the best interests of our company and our stockholders, as the Audit Committee determines in good faith.

The transactions described below between HCP and us were not approved by the Audit Committee under our Related Person Transactions Policy because such transactions were approved by our pre-spin Board before the effectiveness of such Policy.

Immediately prior to our spin-off from HCP on October 31, 2016, we were a wholly owned subsidiary of HCP. On October 31, 2016, our spin-off from HCP was effected through a pro rata distribution of substantially all of our outstanding common stock to HCP's stockholders, who received one share of our common stock for every five shares of HCP common stock held as of the record date of October 24, 2016.

Prior to the spin-off, we engaged in certain internal restructuring transactions with HCP prior to its transfer to us of the equity of entities that hold certain of our properties, the deferred rent obligation ("Deferred Rent Obligation") of HCR Manor Care, Inc. ("HCRMC") which we now own and which totaled approximately $257.5 million at October 31, 2016, and the approximately 9% equity interest in HCRMC which we now own and that had been held by HCP. The internal restructuring transactions are summarized below.

Issuance and Sale of Shares of our Class A Preferred Stock and Shares of Our Common Stock to HCP and HCP/LS 2011 REIT LLC

Pursuant to a Stock Purchase Agreement, dated October 14, 2016, we issued and sold to HCP on October 14, 2016 2,000 shares of our Class A Preferred Stock at a purchase price of $965 per share, or an aggregate purchase price of $1,930,000. The aggregate liquidation preference of the Class A Preferred Stock is $2 million. The 2,000 shares of our Class A Preferred Stock that were issued and

sold to HCP were subsequently sold by it to institutional investors. The Class A Preferred Stock entitles the holders thereof to cumulative cash dividends per share payable quarterly in an amount equal to 12% per annum of the $1,000 per share liquidation preference. We did not pay any dividends to HCP for the period it owned the Class A Preferred Stock.

Pursuant to the Stock Purchase Agreement, we also issued and sold on October 14, 2016 (a) to HCP 289,452 shares of our common stock and (b) to HCP/LS 2011 REIT LLC, a subsidiary of HCP, 3,285 shares of our common stock, in each case at a purchase price of $30.45 per share.

Pursuant to a Contribution Agreement, dated October 31, 2016, we contributed to certain of our subsidiaries 93,303,782 shares of our common stock. That common stock was subsequently used as part of the consideration paid to subsidiaries of HCP for the transfer by HCP to us prior to the spin-off of the equity of entities that hold certain of our properties, the Deferred Rent Obligation and the approximately 9% equity interest in HCRMC pursuant to an Interest Purchase Agreement, dated October 31, 2016.

Prior to consummation of the spin-off, HCP transferred to us senior unsecured promissory notes (the "Promissory Notes") with an aggregate outstanding principal amount of $60 million that had been issued by one of our subsidiaries to subsidiaries of HCP as part of the internal restructuring transactions.

It had been contemplated that the Promissory Notes would be obligations of ours payable to HCP after the spin-off. The Promissory Notes were to bear interest at a rate equal to a LIBOR rate determined by reference to the London interbank offered rate for dollars for the interest period relevant to such borrowing, adjusted for certain additional costs, plus an applicable margin of 6.25% per annum. Interest on the Promissory Notes was to be payable semiannually. The Promissory Notes were to be due and payable two years following their issuance date, subject to our option to extend the term of the Promissory Notes by one year upon payment by us of an option fee equal to 1.0%. However, as a result of the transfer by HCP to us of the Promissory Notes, the Promissory Notes are no longer obligations of ours payable to HCP. No interest was paid on the Promissory Notes to HCP during the period HCP held them.

In connection with the spin-off, we also entered into certain separation-related agreements with HCP, which are summarized below.

On October 31, 2016, we entered into a Separation and Distribution Agreement (the "Separation and Distribution Agreement") with HCP, which governs the rights and obligations of the parties regarding the spin-off.

Transfer of Assets and Assumption of Liabilities. The Separation and Distribution Agreement divided and allocated the assets and liabilities of HCP prior to the spin-off between HCP and us. In addition, certain of our subsidiaries also transferred to HCP approximately $1.7 billion in cash from the sale of $750 million aggregate principal amount of our 8.125% Senior Secured Lien Notes due 2023 issued by certain of our subsidiaries and from $1.0 billion of borrowings under our senior secured credit facility.

Access to Information. The Separation and Distribution Agreement provides that the parties will exchange, for seven years, certain information required to comply with requirements imposed on the requesting party by a government authority for use in any proceeding or to satisfy audit, accounting, claims defense, regulatory filings, litigation or similar requirements, for use in compensation, benefit or welfare plan administration or other bona fide business purposes, or to comply with its obligations under the Separation and Distribution Agreement or any ancillary agreement. We and HCP further agreed that the person requesting the information will reimburse the providing person for the reasonable expenses, if any, of gathering and copying the information. In addition, the parties will use commercially reasonable efforts to make available to each other directors, officers, other employees and agents as witnesses in any legal, administrative or other proceeding in which the other party may become involved to the extent reasonably required.

Releases, Allocation of Liabilities and Indemnification. The Separation and Distribution Agreement provides for a full and complete release and discharge of all liabilities existing or arising from any acts or events occurring or failing to occur or alleged to have occurred or to have failed to occur or any conditions existing or alleged to have existed at or before the separation, between HCP and us, except as expressly set forth in the Separation and Distribution Agreement.

The Separation and Distribution Agreement provides that (i) we will indemnify HCP and its affiliates and each of their respective current and former directors, officers, employees and agents against any and all losses relating to (a) liabilities arising out of our business and operations, whether arising before, at or after the separation, (b) any breach by us of any provision of the Separation and Distribution Agreement or any ancillary agreement, and (c) any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, with respect to information contained in our Form 10 Registration Statement, our Information Statement, dated October 14, 2016, and any amendments thereto (the "Information Statement"), relating to the spin-off, or the offering memorandum used in connection with the senior secured notes that we issued or otherwise incurred in connection with the spin-off (the "Offering Memorandum") (other than information that relates solely to HCP's business), and (ii) that HCP will indemnify us and our affiliates and each of its respective current and former directors, officers, employees and agents against any and all losses relating to (a) liabilities of HCP as of the separation (other than liabilities arising out of our business and operations, whether arising before, at or after the separation), (b) any breach by HCP of any provision of the Separation and Distribution Agreement or any ancillary agreement, and (c) any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, with respect to information contained in the Registration Statement, the Information Statement or the Offering Memorandum, but only if such information relates solely to HCP's business.

The Separation and Distribution Agreement also establishes dispute resolution procedures with respect to claims subject to indemnification and related matters.

On October 31, 2016, we and HCP entered into a Transition Services Agreement. Pursuant to the Transition Services Agreement, HCP agreed to provide us with certain administrative and support services on a transitional basis for one year after completion of the spin-off, unless extended by the parties or earlier terminated. We expect that the fees to be charged to us for transition services furnished pursuant to the Transition Services Agreement will approximate the actual cost incurred by HCP in providing the transition services to us for the relevant period. The Transition Services Agreement provides that we generally have the right to terminate a transition service upon thirty days' notice to HCP. The Transition Services Agreement also contains provisions under which HCP, subject to certain limitations, generally agrees to indemnify us for losses incurred by us resulting from HCP's

breach of the Transition Services Agreement. Fees paid by us to HCP for transition services provided by HCP to us during the period from October 31, 2016 through December 31, 2016 totaled approximately $648,000.

On October 31, 2016, HCP and we entered into a Tax Matters Agreement, which governs our and HCP's respective rights, responsibilities and obligations with respect to taxes, tax returns, tax contests and certain other tax matters. The Tax Matters Agreement also sets forth our and HCP's obligations as to the filing of tax returns, the administration of tax contests and assistance and cooperation on tax matters.

In addition, if we or a REIT subsidiary of ours is treated as a successor to HCP or certain REIT subsidiaries of HCP under applicable U.S. federal income tax rules, and if such entity fails to qualify as a REIT, we could be prohibited from electing to be a REIT. Accordingly, in the Tax Matters Agreement, HCP (a) covenants to use commercially reasonable efforts to cooperate with us as necessary to enable us to qualify for taxation as a REIT and receive customary legal opinions concerning REIT status, including providing information and representations to us and our tax counsel with respect to the composition of HCP's and such subsidiaries' income and assets, the composition of their stockholders, and their operation as REITs, and (b) covenants to use its reasonable best efforts to maintain the REIT status of HCP and its REIT subsidiaries for each taxable year ending on or before December 31, 2016 (unless HCP obtains an opinion from a nationally recognized tax counsel or a private letter ruling from the IRS to the effect that such failure to maintain REIT status will not cause us to fail to qualify as a REIT under the successor REIT rule referred to above). Additionally, in the Tax Matters Agreement, we covenant to qualify for taxation as a REIT for our taxable year in 2016.

On October 31, 2016, we and certain of our subsidiaries entered into a senior unsecured revolving credit and guaranty agreement with HCP, as lender thereunder, providing for an unsecured revolving credit facility in an aggregate principal amount of up to $100 million, maturing in 2018. Commitments under the unsecured revolving credit facility automatically and permanently decrease each calendar month by an amount equal to 50% of our and our restricted subsidiaries' retained cash flow for the prior calendar month. Under the terms of the facility, the availability has been reduced to approximately $36 million as of February 28, 2017.

We are the borrower under the unsecured revolving credit facility. The unsecured revolving credit facility is guaranteed, jointly and severally, by the borrowers and the subsidiary guarantors under our senior secured credit agreement. HCP is the sole lender under the unsecured revolving credit facility.

All borrowings under the unsecured revolving credit facility following the closing date are subject to the satisfaction of certain conditions, including (a) our senior secured revolving credit facility being unavailable, (b) the failure of HCR III to pay rent and (c) other customary conditions, including the absence of a default and the accuracy of representations and warranties. Additionally, we may only draw on the unsecured revolving credit facility prior to the one year anniversary of the closing of the spin-off.

Proceeds of the unsecured revolving credit facility drawn is to be used for (a) general corporate and administrative costs, (b) fees of accountants and financial and legal advisors and (c) any scheduled debt service.

Borrowings under the unsecured revolving credit facility bear interest at a rate equal to a LIBOR rate determined by reference to the London interbank offered rate for dollars for the interest period relevant to such borrowing, adjusted for certain additional costs, subject to a 1.00% floor, plus an applicable margin of 6.25%. In addition to paying interest on outstanding principal under unsecured revolving credit facility, we are required to pay a facility fee equal to 0.50% per annum of the unused capacity under the unsecured revolving credit facility to HCP, the lender under the unsecured revolving credit facility.

In addition, the unsecured revolving credit facility requires us to prepay outstanding borrowings on a monthly basis in an amount equal to the lesser of (a) 95.0% of the retained cash flow for the prior month and (b) the aggregate amount of loans outstanding under the unsecured revolving credit facility. We may voluntarily repay outstanding loans under the unsecured revolving credit facility at any time, without prepayment premium or penalty.

The senior unsecured credit agreement contains certain customary affirmative covenants, negative covenants and events of default, including that, subject to certain limited exceptions, we may not, at any time that borrowings are outstanding under the unsecured revolving credit facility, pay dividends in excess of the amount required to maintain our or certain of our subsidiaries' status as a real estate investment trust or to avoid the payment of any excise tax or income tax with respect to us or certain of our subsidiaries.

During the period from October 31, 2016 through December 31, 2016, there were no amounts outstanding under our unsecured revolving credit facility with HCP and we paid HCP a commitment fee of approximately $84,000.

The following table sets forth the compensation each of our non-employee directors earned for 2016. Mr. Ordan, who serves as our Chairman and CEO, is not paid director fees.

We provide annual compensation for our non-employee directors in the form of a cash retainer and an equity retainer. The Compensation Committee periodically reviews directors' compensation and recommends changes as appropriate. Annual director compensation is paid for service on the Board from one Annual Meeting of stockholders until the next Annual Meeting. If any director joins the Board other than on the date of an Annual Meeting of stockholders, such director will receive a pro-rata portion of each of the cash retainer and equity retainer from the date joined through the next Annual Meeting of stockholders. Non-employee directors who joined the Board in conjunction with the spin-off received a pro-rated cash retainer and a pro-rated cash in lieu of equity retainer for the

portion of 2016 following the spin-off through December 31, 2016, and have or will receive pro-rated cash and equity retainers for the period from January 1, 2017 to the date of the 2017 Annual Meeting.

The base cash retainer is equal to $100,000, payable quarterly in arrears. Non-employee directors may elect to receive the payment of their cash retainer in the form of shares of our common stock and defer payment of such shares in the form of director deferred stock units over common stock ("DSUs") until termination of service as a director, a change in control of our company or the director's death. In addition to the base cash retainer, non-employee directors may also receive, as applicable, the following additional cash amounts:

The equity retainer is paid in the form of a grant of shares of our common stock, with a grant date fair value of $100,000. Fair value is determined based on the closing price of our common stock on the date of grant. The equity retainer will be granted on the date of our Annual Meeting of stockholders. Such equity retainer will be fully vested at grant and will be immediately payable or, if elected by a director, payable upon the director's termination of service as director, a change in control of our company or the director's death. For the portion of 2016 following the spin-off through December 31, 2016, non-employee directors did not receive an equity retainer and were paid an amount in cash equal to the value of the pro-rated portion of the equity retainer for that period. In accordance with the terms of the company's 2016 Performance Incentive Plan, DSUs and deferred equity retainer will be credited with dividend equivalent rights that will be payable at the time the applicable DSU or deferred equity retainer is settled and will otherwise be subject to the same terms and conditions as such DSU or deferred equity retainer.

Our non-employee directors are subject to stock ownership guidelines as follows: five times the value of the cash retainer ($500,000) within 5 years of joining the Board. DSUs and deferred equity retainer count as stock owned by a director for purposes of determining whether the stock ownership guidelines have been satisfied.

The following table sets forth information regarding the beneficial ownership of our common stock as of March 24, 2017, in each case including shares of common stock that such persons have a right to acquire within 60 days of that date, by:

Each person named in the table has sole voting and/or investment power with respect to all shares shown as beneficially owned by such person, except as otherwise set forth in the notes to the table. Unless otherwise noted, the address for each named executive officer and director is: c/o Quality Care Properties, Inc., 7315 Wisconsin Avenue, Suite 250-W, Bethesda, MD 20814.

Name of Beneficial Owner

Named Executive Officers and Directors:
Mark S. Ordan	—	—
Greg Neeb	—	—
C. Marc Richards	—	—
Glenn G. Cohen	—	—
Jerry L. Doctrow	—	—
Paul J. Klaassen	—	—
Philip R. Schimmel⁽²⁾	60	*
Kathleen Smalley	—	—
Donald C. Wood	—	—
All directors and executive officers as a group (nine persons)	60	*
Beneficial Owners of More Than 5% of Our Common Stock:
The Vanguard Group, Inc. and affiliates⁽³⁾	14,567,448	16	%
BlackRock, Inc.⁽⁴⁾	10,079,601	11	%
State Street Corporation⁽⁵⁾	6,480,955	7	%
Long Pond Capital, LP, Long Pond Capital GP, LLC and John Khoury⁽⁶⁾	5,950,672	6	%
Cohen & Steers, Inc., Cohen & Steers Capital Management, Inc. and Cohen & Steers UK Limited⁽⁷⁾	5,923,702	6	%
HG Vora Special Opportunities Master Fund, Ltd., HG Vora Capital Management, LLC and Parag Vora⁽⁸⁾	5,000,000	5	%
Abrams Capital, LLC, Abrams Capital Management, LLC, Abrams Capital Management, L.P. and David Abrams⁽⁹⁾	5,000,000	5	%

Schedule 13G/A states that Vanguard Fiduciary Trust Company and Vanguard Investments Australia, Ltd., each a wholly-owned subsidiary of Vanguard, are the beneficial owners of 49,866 shares and 228,182 shares, respectively, as a result of serving as investment managers of collective trust accounts and of Australian investment offerings, respectively. The number of shares reported as beneficially owned by Vanguard in the Schedule 13G/A includes 7,093,687 shares, representing 8% of our outstanding common stock, that Vanguard Specialized Funds—Vanguard REIT Index Fund ("Vanguard REIT Fund") separately reported as beneficially owned in a Schedule 13G filed on February 13, 2017 with the SEC. According to Vanguard REIT Fund's Schedule 13G, Vanguard REIT Fund has sole voting power over 7,093,687 shares and no dispositive power over any shares of our common stock. The business address of Vanguard and Vanguard REIT Fund is 100 Vanguard Blvd., Malvern, PA 19355.

(4): Share and beneficial ownership information for BlackRock, Inc. ("BlackRock") is given as of December 31, 2016 and was obtained from a Schedule 13G/A filed on January 17, 2017 with the SEC. According to the Schedule 13G/A, BlackRock has sole voting power with respect to 9,694,024 shares and sole dispositive power with respect to 10,079,601 shares. The business address of BlackRock is 55 East 52^nd Street, New York, NY 10055.
(5): Share and beneficial ownership information for State Street Corporation ("State Street") is given as of December 31, 2016 and was obtained from a Schedule 13G filed on February 8, 2017 with the SEC. According to the Schedule 13G, State Street has shared voting power and shared dispositive power with respect to 6,480,955 shares. The business address of State Street is State Street Financial Center, One Lincoln Street, Boston MA 02111.
(6): Share and beneficial ownership information for the reporting persons is given as of December 31, 2016 and was obtained from a Schedule 13G filed on February 13, 2017 with the SEC. According to the Schedule 13G, each of the reporting persons has shared voting power and shared dispositive power with respect to 5,950,672 shares. The business address of the reporting persons is 527 Madison Avenue, 15^th Floor, New York, NY 10022.
(7): Share and beneficial ownership information for the reporting persons is given as of December 31, 2016 and was obtained from a Schedule 13G filed on February 14, 2017 with the SEC. According to the Schedule 13G, Cohen & Steers, Inc. has sole voting power with respect to 5,075,181 shares and sole dispositive power with respect to 5,923,702 shares, Cohen & Steers Capital Management, Inc. has sole voting power with respect to 5,711,180 shares and sole dispositive power with respect to 5,795,796 shares and Cohen & Steers UK Limited has sole voting power with respect to 43,290 shares and sole dispositive power with respect to 127,906 shares. The business address of Cohen & Steers, Inc. and Cohen & Steers Capital Management, Inc. is 280 Park Avenue, 10^th Floor, New York, NY 10017. The business address of Cohen & Steers UK Limited is 50 Pall Mall, 7^th Floor, London, United Kingdom SW1Y 5JH.
(8): Share and beneficial ownership information for the reporting persons is given as of December 22, 2016 and was obtained from a Schedule 13G filed on January 3, 2017 with the SEC. According to the Schedule 13G, each of the reporting persons has shared voting power and shared dispositive power with respect to 5,000,000 shares. The business address of HG Vora Special Opportunities Master Fund, Ltd. is 89 Nexus Way, Camana Bay, Grand Cayman KY1-9007, Cayman Islands, and the business address of HG Vora Capital Management, LLC and Mr. Vora is 330 Madison Avenue, 23^rd Floor, New York, NY 10017.
(9): Share and beneficial ownership information for the reporting persons is given as of January 13, 2017 and was obtained from a Schedule 13G filed on January 23, 2017 with the SEC. According to the Schedule 13G, Abrams Capital, LLC has shared voting power and shared dispositive power with respect to 4,737,760 shares and each of the other reporting persons has shared voting power and shared dispositive power with respect to 5,000,000 shares. The business address of the reporting persons is c/o Abrams Capital Management, L.P., 222 Berkley Street, 21^st Floor, Boston, MA 02116.

Section 16(a) of the Exchange Act requires our executive officers and directors, and persons who beneficially own more than 10% of a registered class of our equity securities, to file reports of ownership and changes in ownership with the SEC. Based solely upon a review of the copies of such forms furnished to us and written representations from our executive officers and directors, we believe that during the year ended December 31, 2016, all persons subject to the reporting requirements of Section 16(a) filed the required reports on a timely basis.

Information about our existing equity compensation plan as of December 31, 2016 is as follows:

Any stockholder that desires to have a proposal considered for presentation at the 2018 Annual Meeting of stockholders, and included in our proxy materials used in connection with our 2018 Annual Meeting, must submit the proposal in writing to and be received by our Secretary at our principal executive offices no later than December 15, 2017. If the date of our 2018 annual meeting is changed by more than 30 days from May 25, 2018, the proposal must be so received a reasonable time before we begin to print and mail our proxy materials. The proposal must also comply with the requirements of Rule 14a-8 under the Exchange Act.

If a stockholder seeks to nominate a candidate for election or to propose business for consideration at our 2018 Annual Meeting but not have it included in our proxy materials for the 2018 Annual Meeting pursuant to Rule 14a-8 under the Exchange Act, notice of the proposal or director nomination must be delivered to the Secretary at our principal executive offices no earlier than November 15, 2017 and no later than 5:00 p.m., Eastern Time, on December 15, 2017. If we advance or delay the date of our 2018 Annual Meeting by more than 30 days from May 25, 2018, however, notice by the stockholder to be timely must be so delivered not earlier than the 150th day prior to the date of such Annual Meeting and not later than 5:00 p.m., Eastern Time, on the later of the 120th day prior to the date of such Annual Meeting, as originally convened, or the tenth day following the day on

which public announcement of the date of such meeting is first made. If the notice is not received between these dates and does not satisfy the additional notice requirements set forth in Article II, Section 11(a) of our Amended and Restated Bylaws, the notice will be considered untimely and will not be acted upon at our 2018 Annual Meeting.

We may satisfy SEC rules regarding delivery of Notices and proxy materials, including our proxy statements and Annual Reports, by delivering only a single Notice or a single set of proxy materials to multiple stockholders that share the same address, unless we have received contrary instructions in writing. This "householding" process can result in meaningful cost savings for us. Upon oral or written request, we will deliver promptly a separate copy of the Notice or proxy materials to a stockholder at a shared address to which a single copy of the Notice or proxy materials was delivered. If your shares are registered in your own name, you may request a separate copy of the Notice or proxy materials for this Annual Meeting or for future meetings of our stockholders by notifying Broadridge toll-free at 1-866-540-7095 or writing to Broadridge Financial Solutions, Inc., 51 Mercedes Way, Edgewood, NY 11717. If you are a street name holder, please contact the broker, bank or other nominee that holds your shares to request a separate copy of the Notice or proxy materials.

In the future, stockholders of record can avoid receiving duplicate mailings by following the instructions on the Internet at www.proxyvote.com. If you hold your shares in street name and you would like to receive only one copy of the Notice or proxy materials in the future, you should contact your bank, broker or other nominee.

VOTE BY INTERNET - www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. Quality Care Properties, Inc. 7315 Wisconsin Ave, Suite 250-W Bethesda, Maryland 20814 ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. For Withhold For All Except To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the AllAll The Board of Directors unanimously recommends you vote FOR the following: nominee(s) on the line below. 0 0 0 1. Election of Directors Nominees 01 Glenn G. Cohen 06 Kathleen Smalley 02 Jerry L. Doctrow 07 Donald C. Wood 03 Paul J. Klaassen 04 Mark S. Ordan 05 Philip R. Schimmel The Board of Directors unanimously recommends you vote FOR Proposal 2. 2Ratification of the appointment of Deloitte & Touche LLP as QCP's independent registered public accounting firm for the fiscal year ending December 31, 2017. NOTE: At their discretion, the named proxies are authorized to consider and vote upon such other business as may properly come before the meeting or any adjournments or postponements thereof. ForAgainst Abstain 0 0 0 Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name, by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date 0000332681_1 R1.0.1.15

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice & Proxy Statement and Annual Report Form 10-K Wrap are available at www.proxyvote.com QUALITY CARE PROPERTIES, INC. Annual Meeting of Stockholders May 25, 2017 This proxy is solicited by the Board of Directors By signing this proxy, the undersigned stockholder hereby appoints Mark S. Ordan and Paul J. Klaassen, and each of them, with full power of substitution, to act as attorneys and proxies of the undersigned and to vote on behalf of the undersigned all shares of common stock of Quality Care Properties, Inc. ("QCP") which the undersigned is entitled to vote at the Annual Meeting of Stockholders to be held on Thursday, May 25, 2017 at 9:00 a.m., local time, at the Residence Inn, 7355 Wisconsin Ave., Bethesda, Maryland 20814, and any adjournments or postponements thereof. This proxy, when properly executed and not revoked, will be voted in the manner directed herein by the undersigned. If no choice is specified, the proxy (if signed) will be voted "FOR" each of the seven director nominees named in Proxy Item No. 1 and "FOR" Proxy Item No. 2. The votes entitled to be cast by the undersigned will be cast in the discretion of the proxies named above on any other matter that properly come before the meeting or any adjournments or postponements thereof. Continued and to be signed on reverse side 0000332681_2 R1.0.1.15


Filed by the Registrant ý
Filed by a Party other than the Registrant o
Check the appropriate box:
o		Preliminary Proxy Statement
o		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
ý		Definitive Proxy Statement
o		Definitive Additional Materials
o		Soliciting Material under §240.14a-12

		Page

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING			1
PROPOSAL NO. 1: ELECTION OF DIRECTORS			5
EXECUTIVE OFFICERS			8
BOARD OF DIRECTORS, COMMITTEES AND CORPORATE GOVERNANCE			9
PROPOSAL NO. 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			18
AUDIT COMMITTEE REPORT			19
EXECUTIVE COMPENSATION			20
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS			26
DIRECTOR COMPENSATION			30
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			32
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE			34
EQUITY COMPENSATION PLAN INFORMATION			34
2018 STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS			34
HOUSEHOLDING OF PROXY MATERIALS			35

Type of Fee	2016

Audit Fees⁽¹⁾	$	195,000
Audit-Related Fees		—
Tax Fees		—
All Other Fees		—

Total	$	195,000

Name and principal position(s)		Salary ($)(1)		Bonus ($)(2)		Stock awards ($)(3)		Option awards ($)(4)		All other compensation ($)(5)		Total ($)

Mark S. Ordan	2016	$	136,410	$	3,333,333	$	3,000,000	$	6,491,420	$	1,290,000	$	14,251,163
Chairman and CEO
Greg Neeb	2016		98,748		2,191,667		2,000,000		4,543,994		454,067		9,288,476
President and Chief Investment Officer
C. Marc Richards	2016		68,695		1,100,000		1,000,000		2,796,568		219,000		5,184,263
Chief Financial Officer and Treasurer

Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights			Weighted-average exercise price of outstanding options, warrants and rights			Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))

	(a)			(b)			(c)
Equity compensation plans approved by security holders		5,084,429	⁽¹⁾	$	15.73	⁽¹⁾		4,415,571
Equity compensation plans not approved by security holders		—			—			—
Total		5,084,429	⁽¹⁾		15.73	⁽¹⁾		4,415,571

Name		Position(s) Held

Mark S. Ordan	58	Chairman of the Board and CEO
Glenn G. Cohen	53	Independent Director
Jerry L. Doctrow	66	Independent Director
Paul J. Klaassen	59	Lead Independent Director
Philip R. Schimmel	63	Independent Director
Kathleen Smalley	59	Independent Director
Donald C. Wood	56	Independent Director



		Respectfully submitted,
		Philip R. Schimmel, Chair Glenn G. Cohen Kathleen Smalley

Name	Fees Earned or Paid in Cash ($)⁽¹⁾		Total ($)

Glenn G. Cohen	$	33,333	$	33,333
Jerry L. Doctrow		33,333		33,333
Paul J. Klaassen		33,333		33,333
Philip R. Schimmel		33,333		33,333
Kathleen Smalley		33,333		33,333
Donald C. Wood		33,333		33,333


Lead Independent Director	$	20,000
Chairperson of the Audit Committee	$	20,000
Meeting Fees (Fees per meeting in excess of eight Board meetings or meetings for any one committee per calendar year)	$	1,500


By Order of the Board of Directors,

David Haddock General Counsel and Corporate Secretary