SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
NEEB GREGORY D

(Last) (First) (Middle)
7315 WISCONSIN AVENUE
SUITE 550-E

(Street)
BETHESDA MD 20814

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
QUALITY CARE PROPERTIES, INC. [ QCP ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
President, Chief Inv. Officer
3. Date of Earliest Transaction (Month/Day/Year)
07/26/2018
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 07/26/2018 D(1) 10,811 D $20.75 0 D
Common Stock 07/26/2018 D(2) 166,523 D $20.75 0 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Options (right to buy) $15.73(3) 07/26/2018 D(4) 1,116,286 (4) 12/15/2023 Common Stock 1,116,286 (4) 0 D
Options (right to buy) $15.73(3) 07/26/2018 D(5) 420,000 (5) 12/15/2023 Common Stock 420,000 (5) 0 D
Restricted Stock Unit $0(6) 07/26/2018 D(7) 135,869 (7) 11/29/2019 Common Stock 135,869 (7) 0 D
Explanation of Responses:
1. Upon the July 26, 2018 closing of the merger (the "Merger") of Quality Care Properties, Inc. ("QCP") with and into Welltower Inc. ("Welltower") in which Welltower acquired all of the outstanding capital stock of QCP, each outstanding share of QCP common stock was converted into the right to receive $20.75 in cash (without interest).
2. Upon the closing of the Merger, each outstanding QCP restricted stock award fully vested and was converted into the right to receive $20.75 in respect of each share subject to the restricted stock award, with the number of shares in respect of awards subject to performance-based vesting conditions determined assuming performance goals were fully satisfied.
3. Each stock option represents the right to buy, upon exercise, one share of common stock of QCP.
4. Upon the closing of the Merger, each outstanding QCP option subject to service-based vesting fully vested and was converted into the right to receive, for each share underlying the option, $20.75 less the applicable exercise price of the option. Upon the closing of the Merger, each outstanding QCP option subject to performance-based vesting conditions vested to the extent the applicable stock price hurdle relating to such option was met in connection with the transaction, and was converted into the right to receive, for each share underlying the option, $20.75 less the applicable exercise price of the option.
5. These QCP options did not vest and were forfeited because the applicable stock price hurdle relating to such option was not met in connection with the Merger.
6. Each restricted stock unit represents the right to receive, at settlement, one share of common stock of QCP.
7. Upon the closing of the Merger, each outstanding QCP restricted stock unit award fully vested and was converted into the right to receive $20.75 in respect of each share underlying the restricted stock unit award.
/s/ Gregory D. Neeb 07/27/2018
** Signature of Reporting Person Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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