Hudson Pacific Properties, Inc. — Director's Dealing 2019

Jan 3, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Hudson Pacific Properties, Inc. (HPP)
CIK: 0001482512
Period of Report: 2018-12-29

Reporting Person: Barton Christopher James (EVP,Development & Capital Inv)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-12-29	Common Stock, par value $0.01	F	9049	$28.41	Disposed	129162	Direct
2019-01-01	Common Stock, par value $0.01	F	2600	$29.06	Disposed	126562	Direct
2019-01-02	Common Stock, par value $0.01	F	9013	$27.73	Disposed	117549	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-12-29	LTIP Units	$	A	19359	Acquired		Common Stock, par value $.01 (19359.0)	Direct

Footnotes

F1: LTIP Units are a class of limited partnership units in Hudson Pacific Properties, L.P. (the "Operating Partnership"). Initially, the LTIP Units do not have full parity with common limited partnership units of the Operating Partnership ("OP Units") with respect to liquidating distributions. However, upon the occurrence of certain events described in the Operating Partnership's partnership agreement, the LTIP Units can over time achieve full parity with the OP Units for all purposes. If such parity is reached, vested LTIP Units may be converted into an equal number of OP Units on a one for one basis at any time at the request of the Reporting Person or the general partner of the Operating Partnership. OP Units are redeemable by the holder for an equivalent number of shares of the Issuer's common stock or for the cash value of such shares, at the Issuer's election.

F2: (Continued from Footnote 1) The LTIP Units issued pursuant to the Hudson Pacific Properties, Inc. and Hudson Pacific Properties, L.P. 2010 Incentive Award Plan will vest with respect to one-third of the LTIP Units on each of the first, second and third anniversaries of December 29, 2018, subject to the executive's continued service through the applicable vesting date. The LTIP Units also are subject to a mandatory holding period under which the executives generally cannot sell vested LTIP Units for an additional three years following the applicable vesting date.