0001104659-17-036280.txt : 20170530 0001104659-17-036280.hdr.sgml : 20170529 20170530173004 ACCESSION NUMBER: 0001104659-17-036280 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20170525 FILED AS OF DATE: 20170530 DATE AS OF CHANGE: 20170530 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: QUALITY CARE PROPERTIES, INC. CENTRAL INDEX KEY: 0001677203 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 812898967 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 7315 WISCONSIN AVENUE STREET 2: SUITE 250-W CITY: BETHESDA STATE: MD ZIP: 20814 BUSINESS PHONE: 9494070700 MAIL ADDRESS: STREET 1: 7315 WISCONSIN AVENUE STREET 2: SUITE 250-W CITY: BETHESDA STATE: MD ZIP: 20814 FORMER COMPANY: FORMER CONFORMED NAME: HCP SpinCo, Inc. DATE OF NAME CHANGE: 20160615 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SMALLEY M KATHLEEN CENTRAL INDEX KEY: 0001685954 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37805 FILM NUMBER: 17878659 MAIL ADDRESS: STREET 1: 7315 WISCONSIN AVENUE STREET 2: SUITE 250-W CITY: BETHESDA STATE: MD ZIP: 20814 4 1 a4.xml 4 X0306 4 2017-05-25 1 0001677203 QUALITY CARE PROPERTIES, INC. QCP 0001685954 SMALLEY M KATHLEEN 7315 WISCONSIN AVE., SUITE 250-W BETHESDA MD 20814 1 0 0 0 Common Stock 2017-05-25 4 A 0 1568 A 1568 D Deferred Stock Unit 2017-05-25 4 A 0 6595 A Common Stock 6595 6595 D In 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. Each Deferred Stock Unit ("DSU") represents a right to receive one share of the Company's common stock. The reporting person has received an exempt award of 6,595 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. By: /s/ David Haddock, General Counsel and Corporate Secretary, (Attorney-In-Fact) 2017-05-30 EX-24.1 2 ex-24d1.htm EX-24.1

Exhibit 24.1

 

POWER OF ATTORNEY

 

KNOW ALL PERSONS BY THESE PRESENTS that the undersigned hereby constitutes, designates and appoints Mr. David Haddock and Mr. C. Marc Richards as such person’s true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution and full power to act alone and without the other, for the undersigned and in the undersigned’s name, place and stead, in any and all capacities, to:

 

(a)  prepare, execute in the undersigned’s name and on the undersigned’s behalf, and submit to the U.S. Securities and Exchange Commission (the “SEC”) a Form ID (or any successor form), including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) or any rule or regulation of the SEC promulgated thereunder;

 

(b)  execute for and on behalf of the undersigned, in the undersigned’s capacity as a director of Quality Care Properties, Inc. (the “Company”), Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder (or any successor forms);

 

(c)  do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and any stock exchange or similar authority; and

 

(d)  take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

 

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming any of the undersigned’s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.

 

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

 

IN WITNESS WHEREOF, the undersigned has executed this instrument as of the 25th day of May, 2017.

 

 

/s/ Kathleen Smalley

 

Name: Kathleen Smalley