Hudson Pacific Properties, Inc. — Director's Dealing 2012

Jun 11, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Hudson Pacific Properties, Inc. (HPP)
CIK: 0001482512
Period of Report: 2012-06-07

Reporting Person: FRIED RICHARD B (Director, 10% Owner, Member of Group Owning 10%)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-06-07	Common Stock, par value $0.01 per share	A	3081	—	Acquired	8015	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $0.01 per share	12233861	Indirect

Footnotes

F1: On June 7, 2012, pursuant to the Issuer's 2010 Incentive Award Plan, Richard B. Fried was awarded 3,081 shares of restricted stock that will vest in three equal installments on the first, second and third anniversaries of the date of grant.

F2: The amount of securities shown in this row is owned directly by Farallon Capital Partners, L.P., Farallon Capital Institutional Partners, L.P. and Farallon Capital Institutional Partners III, L.P. (collectively, the "Farallon Funds"). All of such securities were previously reported by the Farallon Funds, Farallon Partners, L.L.C. ("FPLLC") and related individuals on Forms 4 filed on May 22, 2012 (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.

F3: As the general partner of each of the Farallon Funds, FPLLC may be deemed to be a beneficial owner of the Issuer's securities held by the Farallon Funds. 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 Securities Exchange Act of 1934, as amended (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: Fried, as a managing member of FPLLC with the power to exercise investment discretion, may be deemed to be a beneficial owner of the Issuer's securities held by the Farallon Funds. Fried disclaims any beneficial ownership of any of the Issuer's securities reported or referred to in this row or in the Prior Filings for purposes of Section 16 of the '34 Act or otherwise, except to the extent of his pecuniary interest, if any. Each of the individuals identified in the Prior Filings 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 to the extent of his or her pecuniary interest, if any.

F5: Fried, the Farallon Funds, FPLLC and each of the individuals identified in the Prior Filings, as a managing member, co-senior managing member or senior managing member of FPLLC with the power to exercise investment discretion, may be deemed members of a group holding equity securities of the Issuer. The filing of this Form 4 and any statements included herein shall not be deemed to be an admission that the foregoing entities and individuals are members of such group.