4//SEC Filing
NEEB GREGORY D 4
Accession 0001104659-18-047756
CIK 0001677203other
Filed
Jul 26, 8:00 PM ET
Accepted
Jul 27, 5:03 PM ET
Size
14.9 KB
Accession
0001104659-18-047756
Insider Transaction Report
Form 4
NEEB D GREGORY
President&Chief Invest Officer
Transactions
- Disposition to Issuer
Common Stock
2018-07-26$20.75/sh−166,523$3,455,352→ 0 total - Disposition to Issuer
Options (right to buy)
2018-07-26−1,116,286→ 0 totalExercise: $15.73Exp: 2023-12-15→ Common Stock (1,116,286 underlying) - Disposition to Issuer
Restricted Stock Unit
2018-07-26−135,869→ 0 totalExercise: $0.00Exp: 2019-11-29→ Common Stock (135,869 underlying) - Disposition to Issuer
Options (right to buy)
2018-07-26−420,000→ 0 totalExercise: $15.73Exp: 2023-12-15→ Common Stock (420,000 underlying) - Disposition to Issuer
Common Stock
2018-07-26$20.75/sh−10,811$224,328→ 0 total
Footnotes (7)
- [F1]Upon 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).
- [F2]Upon 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.
- [F3]Each stock option represents the right to buy, upon exercise, one share of common stock of QCP.
- [F4]Upon 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.
- [F5]These 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.
- [F6]Each restricted stock unit represents the right to receive, at settlement, one share of common stock of QCP.
- [F7]Upon 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.
Documents
Issuer
QUALITY CARE PROPERTIES, INC.
CIK 0001677203
Entity typeother
Related Parties
1- filerCIK 0001247757
Filing Metadata
- Form type
- 4
- Filed
- Jul 26, 8:00 PM ET
- Accepted
- Jul 27, 5:03 PM ET
- Size
- 14.9 KB