Hudson Pacific Properties, Inc. — Director's Dealing 2011

Jan 20, 2011

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Hudson Pacific Properties, Inc. (HPP)
CIK: 0001482512
Period of Report: 2011-01-01

Reporting Person: Warren John R. (10% Owner, Member of Group Owning 10%)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $0.01 per share	7108860	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Partnership Units	$		Common Stock, par value $0.01 per share (1813518)		Indirect

Footnotes

F1: The amount of securities shown in this row is, in the aggregate, owned directly by Farallon Capital Partners, L.P. ("FCP"), Farallon Capital Institutional Partners, L.P. and Farallon Capital Institutional Partners III, L.P. (collectively, the "Farallon Funds"). All such securities were previously reported by the Farallon Funds, Farallon Partners, L.L.C. ("FPLLC") and related individuals on Forms 4 filed on July 1, 2010 and a Form 3 filed on July 8, 2010 (collectively the "Prior Filings"). There have been no transactions in such securities by any such entities or individuals since the filing of the Prior Filings.

F2: FPLLC, as the general partner of each of the Farallon Funds, may be deemed to be a beneficial owner of the Issuer's securities held by the Farallon Funds. Effective as of January 1, 2011, John R. Warren ("Warren") became a managing member of FPLLC with the power to exercise investment discretion and, as such, may be deemed to be a beneficial owner of the Issuer's securities held by the Farallon Funds.

F3: Each of Warren and the individuals identified in the Prior Filings disclaims any beneficial ownership of any of the Issuer's securities reported or referred to herein or therein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "'34 Act"), or otherwise, except to the extent of his or her pecuniary interest, if any. FPLLC disclaims any beneficial ownership of any of the Issuer's securities reported or referred to herein or in the Prior Filings for purposes of Section 16 of the '34 Act or otherwise, except as to securities representing its pro rata interest in, and interest in the profits of, the Farallon Funds.

F4: Warren, together with the entities and individuals identified in the Prior Filings, may be deemed members of a group holding equity securities of the Issuer. The filing of this Form 3 shall not be deemed to be an admission that such entities and individuals are members of such group.

F5: Not applicable.

F6: Represents common units of limited partnership interest ("OP Units") in Hudson Pacific Properties, L.P., a Maryland limited partnership of which the Issuer is the sole general partner. OP Units are redeemable, beginning August 29, 2011, for cash equal to the then-current market value of one share of the Issuer's common stock or, at the election of the Issuer, for shares of the Issuer's common stock on a one-to-one basis.

F7: The amount of OP Units shown in this row is owned directly by FCP. All such OP Units were previously reported by FCP, FPLLC and related individuals on the Prior Filings. There have been no transactions in such securities by any such entities or individuals since the filing of the Prior Filings.