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

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

1. Name and Address of Reporting Person *

SMALLEY M KATHLEEN
2. Issuer Name and Ticker or Trading Symbol

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

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

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

6/30/2018
(Street)

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

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Deferred Stock Unit     (1) 6/30/2018     A      862   (2)        (2)   (2) Common Stock   862     (2) 15581   D    

Explanation of Responses:
(1)  Each Deferred Stock Unit ("DSU") represents a right to receive one share of the common stock of Quality Care Properties, Inc. (the "Company").
(2)  The reporting person has received an exempt award of 862 DSUs under the Company's 2016 Performance Incentive Plan, as amended and/or restated from time to time (the "Plan"), in connection with the reporting person's election to receive her quarterly cash retainer for services as a non-employee director on the Company's Board of Directors in shares of the Company's common stock and the deferral of the payment of such shares. 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 last trading day prior to the date of grant rounded down to the nearest whole number. All DSUs are immediately vested.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
SMALLEY M KATHLEEN
7315 WISCONSIN AVE., SUITE 550-E
BETHESDA, MD 20814
X



Signatures
By: /s/ David Haddock, General Counsel and Corporate Secretary, (Attorney-In-Fact) 7/2/2018
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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