SEC Form 4 · accession 0001482512-19-000012
Hudson Pacific Properties, Inc. · HPP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Mark T Lammas
Officer — COO, CFO and Treasurer
Period of report
Dec 29, 2018
Accepted (ET)
Jan 2, 2019 · 9:36 pm EST
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 | Dec 29, 2018 | F | 16,903 | $28.41 | D | 268,771 | D | |
| Common Stock, par value $0.01 | Jan 1, 2019 | F | 2,551 | $29.06 | D | 266,220 | D | |
| Common Stock, par value $0.01 | Jan 2, 2019 | F | 8,863 | $27.73 | D | 257,357 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| LTIP UnitsF1,F2 | — | Dec 29, 2018 | A | 49,278 | A | — | — | Common Stock, par value $0.01 | 49,278 | 49,278 | D |
Explanation of responses
- F1LTIP 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.