Sec Form 4 Filing - COHEN GLENN GARY @ QUALITY CARE PROPERTIES, INC. - 2017-05-25

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 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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1. Name and Address of Reporting Person COHEN GLENN GARY 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 250-W 3. Date of Earliest Transaction (MM/DD/YY) 05/25/2017 (Street) BETHESDA, MD20814 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 05/25/2017 A 1,568 ( 1 ) A 1,568 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Deferred Stock Unit ( 2 ) 05/25/2017 A 6,595 ( 3 ) ( 3 ) ( 3 ) Common Stock 6,595 ( 3 ) 6,595 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other COHEN GLENN GARY 7315 WISCONSIN AVE., SUITE 250-W BETHESDA, MD20814 X Signatures By: /s/ David Haddock, General Counsel and Corporate Secretary, (Attorney-In-Fact) 05/30/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )Each Deferred Stock Unit ("DSU") represents a right to receive one share of the Company's common stock. ( 3 )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.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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