SEC Form 4 · accession 0001104659-17-036286
QUALITY CARE PROPERTIES, INC. · QCP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Philip R Schimmel
Director
Period of report
Oct 31, 2016
Accepted (ET)
May 30, 2017 · 5:34 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001677203
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | May 25, 2017 | A | 2,337 | — | A | 2,337 | D | |
| Common StockF2 | holding | — | — | — | 60 | I | Held by Trust |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Deferred Stock UnitF4,F3 | — | May 25, 2017 | A | 5,827 | A | — | — | Common Stock | 5,827 | 5,827 | D |
Explanation of responses
- F1In connection with the reporting person's service as a non-employee director on the Board of Directors of Quality Care Properties, Inc. (the "Company"), such reporting person receives fees payable in exempt shares of the Company's common stock, for which a deferral election may be made if available. The number of shares of the Company's common stock granted is equal to the quotient of (A) the dollar value of the portion of such fees for which the reporting person did not make a deferral election or for which a deferral election was not available divided by (B) the Company's closing stock price on the date of grant rounded down to the nearest whole number. The shares are immediately vested.
- F2Consists of shares of the Company's common stock owned by the Philip Schimmel Trust with Mr. Schimmel as the sole trustee acquired in connection with the Company's spin-off from HCP, Inc. on October 31, 2016.
- F3Each Deferred Stock Unit ("DSU") represents a right to receive one share of the Company's common stock.
- F4The reporting person has received an exempt award of 5,827 DSUs under the Company's 2016 Performance Incentive Plan, as amended and/or restated from time to time (the "Plan"), in lieu of an equivalent number of shares of the Company's common stock payable to the reporting person as fees for services as a non-employee director on the Company's Board of Directors. DSUs represent a right to receive shares of the Company's common stock upon termination of service as a director of the Company, a change in control of the Company or the director's death. The number of DSUs granted is equal to the quotient of (A) the dollar value of the portion of such fees for which a deferral election was available and made, divided by (B) the Company's closing stock price on the date of grant rounded down to the nearest whole number. All DSUs are immediately vested.