Hudson Pacific Properties, Inc. — Director's Dealing 2016

Jul 21, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Hudson Pacific Properties, Inc. (HPP)
CIK: 0001482512
Period of Report: 2016-07-21

Reporting Person: FRIED RICHARD B (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-07-21	Common Stock, par value $0.01 per share	S	804627	$30.32	Disposed	2331840	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-07-21	Common Units of Limited Partnership Interest	$	D	195373	Disposed		Common Stock, par value: $0.01 per share (195373)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $0.01 per share	20559	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"). On July 21, 2016, the Farallon Funds sold an aggregate 804,627 shares of common stock of the Issuer to the underwriter in a registered public offering.

F2: Farallon Partners, L.L.C. ("FPLLC") is the general partner of each of the Farallon Funds. FPLLC disclaims any beneficial ownership of any of the securities reported or referred to 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.

F3: The reporting person, Richard B. Fried ("Fried"), is a managing member of FPLLC. Fried disclaims any beneficial ownership of any of the Issuer's securities owned by the Farallon Funds reported or referred to herein for purposes of Section 16 of the '34 Act or otherwise, except to the extent of his pecuniary interest, if any.

F4: Fried, the Farallon Funds and FPLLC 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 persons are members of such a group.

F5: Represents common units of limited partnership interest ("Units") in Hudson Pacific Properties, L.P., a limited partnership of which the Issuer is the general partner.

F6: Each Unit is redeemable for cash equal to the then-current market value of one share of the Issuer's common stock or, at the Issuer's election, for one share of the Issuer's common stock.

F7: The Units have no expiration date.

F8: The amount of securities shown in this row is owned directly by Farallon Capital Partners, L.P. ("FCP"). On July 21, 2016, FCP sold 195,373 Units to the Issuer.