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

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $0.01 per share	12233861	Indirect
Common Stock, par value $0.01 per share	4934	Direct

Footnotes

F1: 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"), as reported by the Farallon Funds, Farallon Partners, L.L.C. ("FPLLC") and related individuals on separate Forms 4 filed on the date hereof (the "Parallel Forms 4"). The Farallon Funds, FPLLC and such individuals are not reporting persons on this Form 4 because they have filed the Parallel Forms 4 to report their direct or deemed beneficial ownership of some or all, as the case may be, of the Issuer's securities reported in this row. The transactions reported in this row are duplicative of the transactions reported in the Parallel Forms 4.

F2: 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 in this row 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.

F3: Richard B. 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 in this row for purposes of Section 16 of the '34 Act or otherwise, except to the extent of his pecuniary interest, if any.

F4: Each of the individuals identified in the Parallel Forms 4, 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 such individual disclaims any beneficial ownership of any of the Issuer's securities reported in this row 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 individuals identified in the Parallel Forms 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 the foregoing entities and individuals are members of such group.

F6: Represents shares of restricted stock awarded pursuant to the Issuer's 2010 Incentive Award Plan, as reported in prior Forms 4 filed by Fried.

F7: Includes the addition of one share of common stock inadvertently omitted from prior Forms 4.