SEC Form 4 · accession 0001182489-15-000504
Hudson Pacific Properties, Inc. · HPP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
FARALLON PARTNERS L L C/CA
10% Owner · Other
Mark C Wehrly
10% Owner · Other
Andrew J M Spokes
10% Owner · Other
John R. Warren
10% Owner · Other
Period of report
Apr 9, 2015
Accepted (ET)
Apr 13, 2015 · 3:05 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001482512
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $0.01 per shareF1,F2,F3,F4 | Apr 9, 2015 | C | 934,728 | — | A | 2,361,867 | D | |
| Common Stock, par value $0.01 per shareF2,F3,F4 | Apr 10, 2015 | S | 1,857,093 | $32.79 | D | 504,774 | D | |
| Common Stock, par value $0.01 per shareF2,F3,F5 | Apr 10, 2015 | S | 3,759,269 | $32.79 | D | 2,800,716 | D | |
| Common Stock, par value $0.01 per shareF2,F3,F6 | Apr 10, 2015 | S | 421,138 | $32.79 | D | 313,754 | D | |
| Common Stock, par value $0.01 per shareF2,F3,F7,F8 | holding | — | — | — | 3,619,244 | I | See Footnotes | |
| Common Stock, par value $0.01 per shareF2,F3,F7,F9,F10 | holding | — | — | — | 3,619,244 | I | See Footnotes |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Common Units of Limited Partnership InterestF2,F3,F4,F11,F12 | — | Apr 9, 2015 | C | 934,728 | D | Aug 29, 2011 | — | Common Stock, par value $0.01 per share | 934,728 | 878,790 | D |
| Common Units of Limited Partnership InterestF2,F3,F4,F8,F11,F12 | — | holding | — | — | — | Aug 29, 2011 | — | Common Stock, par value $0.01 per share | 934,728 | 878,790 | I |
| Common Units of Limited Partnership InterestF2,F3,F4,F9,F10,F11,F12 | — | holding | — | — | — | Aug 29, 2011 | — | Common Stock, par value $0.01 per share | 934,728 | 878,790 | I |
Explanation of responses
- F1Farallon Capital Partners, L.P. ("FCP") redeemed 934,728 common units of limited partnership interest ("Units") of Hudson Pacific Properties, L.P., a limited partnership of which the Issuer is the general partner. 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 election of the Issuer, one share of the Issuer's common stock. The Issuer elected to redeem FCP's tendered Units with shares of common stock.
- F10As a Managing Member of FPLLC with the power to exercise investment discretion, Richard B. Fried ("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 referred to herein for purposes of Section 16 of the '34 Act or otherwise, except to the extent of his pecuniary interest, if any.
- F11Represents Units of Hudson Pacific Properties, L.P. 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 election of the Issuer, one share of the Issuer's common stock.
- F12Units have no expiration date.
- F2The 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.
- F3Since 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.
- F4The amount of securities shown in this row is owned directly by FCP.
- F5The amount of securities shown in this row is owned directly by Farallon Capital Institutional Partners, L.P. ("FCIP").
- F6The 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").
- F7The amount of securities shown in this row is owned directly by the Farallon Funds.
- F8As 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 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.
- F9Each of Michael B. Fisch, Daniel J. Hirsch, David T. Kim, Monica R. Landry, Michael G. Linn, Rajiv A. Patel, Thomas G. Roberts, Jr., John R. Warren and Mark C. Wehrly (collectively, the "Managing Members") and Andrew J.M. Spokes (the "Senior Managing Member") as Managing Members or the Senior Managing Member, as the case may be, 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 and the Senior Managing Member disclaims any beneficial ownership of any of the Issuer's securities reported or referred to herein for purposes of Section 16 of the '34 Act or otherwise, except to the extent of his or her pecuniary interest, if any.