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

May 22, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Hudson Pacific Properties, Inc. (HPP)
CIK: 0001482512
Period of Report: 2012-05-18

Reporting Person: FARALLON PARTNERS L L C/CA (10% Owner, Member of Group Owning 10%)
Reporting Person: Roberts Thomas G. Jr. (10% Owner, Member of Group Owning 10%)
Reporting Person: Spokes Andrew J M (10% Owner, Member of Group Owning 10%)
Reporting Person: STEYER THOMAS F (10% Owner, Member of Group Owning 10%)
Reporting Person: Warren John R. (10% Owner, Member of Group Owning 10%)
Reporting Person: WEHRLY MARK C (10% Owner, Member of Group Owning 10%)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-05-18	Common Stock, par value $0.01 per share	P	615186	$15.00	Acquired	2507358	Direct
2012-05-18	Common Stock, par value $0.01 per share	P	1245307	$15.00	Acquired	8746648	Direct
2012-05-18	Common Stock, par value $0.01 per share	P	139507	$15.00	Acquired	979855	Direct

Holdings (Non-Derivative)

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

Footnotes

F1: The entities and individuals identified in the footnotes of this Form 4 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 such entities and individuals are members of such group.

F2: Since the number of reporting persons that may be listed on a Form 4 is limited, the entities and individuals listed in these footnotes that are not reporting persons on this Form 4 are filing additional Forms 4 on the date hereof as reporting persons with respect to the securities described herein (the "Parallel Forms 4"). Information regarding these entities and individuals is included in this Form 4 for purposes of clarification and convenience only, and is duplicative of the information reported in the Parallel Forms 4.

F3: The amount of securities shown in this row is owned directly by Farallon Capital Partners, L.P. ("FCP").

F4: The amount of securities shown in this row is owned directly by Farallon Capital Institutional Partners, L.P. ("FCIP").

F5: The amount of securities shown in this row is owned directly by Farallon Capital Institutional Partners III, L.P. ("FCIP III" and, together with FCP and FCIP, the "Farallon Funds").

F6: The amount of securities shown in this row is owned directly by the Farallon Funds.

F7: As the general partner of each of the Farallon Funds, Farallon Partners, L.L.C. ("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 noted herein 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.

F8: Each of Daniel J. Hirsch, Monica R. Landry, Michael G. Linn, Stephen L. Millham, Rajiv A. Patel, Thomas G. Roberts, Jr., John R. Warren and Mark C. Wehrly (collectively, the "Managing Members"), Andrew J.M. Spokes (the "Co-Senior Managing Member") and Thomas F. Steyer (the "Senior Managing Member"), as a managing member, co-senior managing member or senior 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. Each of the Managing Members, the Co-Senior Managing Member and the Senior Managing Member disclaims any beneficial ownership of any of the Issuer's securities reported or noted herein for purposes of Section 16 of the '34 Act or otherwise, except to the extent of his or her pecuniary interest, if any.

F9: As a managing member of FPLLC with the power to exercise investment discretion, Richard B. Fried may be deemed to be a beneficial owner of the Issuer's securities held by the Farallon Funds. As a director of the Issuer, Fried is filing a separate Form 4 on the date hereof to report his deemed beneficial ownership of the Issuer's securities held by the Farallon Funds. Fried disclaims any beneficial ownership of any of the Issuer's securities reported or noted herein for purposes of Section 16 of the '34 Act or otherwise, except to the extent of his pecuniary interest, if any.

F10: Includes the addition of one share of common stock inadvertently omitted from prior Forms 4.