Edgar Filing: QUALITY CARE PROPERTIES, INC.

Ownership Submission

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

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

HCP, INC.

2. Issuer Name and Ticker or Trading Symbol
QUALITY CARE PROPERTIES, INC. [QCP]

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

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

1920 MAIN STREET, SUITE 1200

3. Date of Earliest Transaction (Month/Day/Year)
10/31/2016

(Street)

IRVINE, CA 92614

4. If Amendment, Date 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

(City)

(State)

(Zip)

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	10/31/2016		J⁽¹⁾⁽²⁾		1,000	D	$ 0	3,285	D

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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 Underlying Securities
(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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
HCP, INC. 1920 MAIN STREET, SUITE 1200 IRVINE, CA 92614		X

Signatures

/s/ Scott A. Graziano, Vice President		10/31/2016
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	The transaction reported on this Form relates to the distribution to the Reporting Person's stockholders of shares of the Issuer's common stock held by the Reporting Person, effective as of October 31, 2016 (the "Distribution"), to effect the previously-disclosed spin-off of the Issuer from the Reporting Person. To effect the Distribution, the issued and outstanding common stock of the Issuer, initially consisting of 1,000 shares of common stock, all of which was held by the Reporting Person, was recapitalized into 93,597,519 shares of the Issuer's common stock, of which 93,594,234 shares were distributed, by means of a pro rata dividend, to the holders of the Reporting Person's common stock (other than fractional shares, which the distribution agent, Wells Fargo Shareowner Services, will aggregate and sell into the public market, and then distribute the proceeds thereof to the applicable stockholders of the Reporting Person).
(2)	The remaining 3,285 shares of Issuer common stock, as reported in Column 5 of Table I above, are held by a wholly-owned subsidiary of the Reporting Person.

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