SEC Form 4 · accession 0001104659-18-047745

QUALITY CARE PROPERTIES, INC. · QCP

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

C Marc Richards

Officer — Chief Financial Officer

Period of report

Jul 26, 2018

Accepted (ET)

Jul 27, 2018 · 5:00 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 Stock	Jul 26, 2018	D	7,525	$20.75	D	0	D
Common Stock	Jul 26, 2018	D	94,596	$20.75	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Options (right to buy)^F4,F3	$15.73	Jul 26, 2018	D	705,842	D	—	Dec 15, 2023	Common Stock	705,842	D
Options (right to buy)^F5,F3	$15.73	Jul 26, 2018	D	240,000	D	—	Dec 15, 2023	Common Stock	240,000	D
Restricted Stock Unit^F7,F6	$0.00	Jul 26, 2018	D	67,934	D	—	Nov 29, 2019	Common Stock	67,934	D

Explanation of responses

F1Upon 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).
F2Upon 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.
F3Each stock option represents the right to buy, upon exercise, one share of common stock of QCP.
F4Upon 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.
F5These 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.
F6Each restricted stock unit represents the right to receive, at settlement, one share of common stock of QCP.
F7Upon 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.