SEC FORM 4

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^*

Benson Kristen Michelle

(Last)

(First)

(Middle)

353 N. CLARK STREET

SUITE 2900

(Street)

CHICAGO

60654

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Care Capital Properties, Inc. [ CCP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP, CG and Corp. Secretary

3. Date of Earliest Transaction (Month/Day/Year)
01/27/2016

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/27/2016		A		6,271⁽¹⁾	A	$0.00	54,557⁽²⁾	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$29.94	01/27/2016		A		31,998⁽³⁾		01/27/2017⁽⁴⁾	01/27/2026	Common Stock	31,998	$0.00	31,998⁽⁵⁾	D

Explanation of Responses:

1. Restricted stock granted by Issuer pursuant to the Care Capital Properties, Inc. 2015 Incentive Plan (the "Plan"). This restricted stock vests in three equal annual installments beginning on the first anniversary of the date of the grant.

2. Includes 24,566 shares of Issuer restricted stock originally granted by Ventas, Inc. ("Ventas") on various dates under the Ventas 2006 Incentive Plan or Ventas 2012 Incentive Plan. In connection with the spin-off of the Issuer from Ventas on August 17, 2015, each outstanding and unvested award of Ventas restricted stock owned by the Reporting Person was converted into an award of Issuer restricted stock and adjusted (based on the relative average per share closing prices of Ventas common stock and Issuer common stock on the New York Stock Exchange ("NYSE") during the first ten trading days immediately following the spin-off) in a manner intended to preserve the aggregate value of the award.

3. Stock options granted by Issuer pursuant to the Plan.

4. These options vest in three equal annual installments beginning on the first anniversary of the date of the grant.

5. As of January 27, 2016, Reporting Person owns options to purchase an additional 48,346 shares of Issuer common stock. In connection with the spin-off of the Issuer from Ventas on August 17, 2015, each outstanding and unexercised option to purchase Ventas common stock owned by Reporting Person was converted into an option to purchase Issuer common stock and adjusted (based on the relative average per share closing prices of Ventas common stock and Issuer common stock on the NYSE during the first ten trading days immediately following the spin-off) in a manner intended to preserve the aggregate intrinsic value of the option.

	Kristen M. Benson	01/29/2016
	** 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).
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