Thomas M Herzog Form 4 HEALTHPEAK PROPERTIES / THOMAS M HERZOG ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

HERZOG THOMAS M

(Last) (First) (Middle)

1920 MAIN STREET

SUITE 1200

(Street)

IRVINE CA 92614

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
HEALTHPEAK PROPERTIES, INC. [ PEAK ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
CEO

3. Date of Earliest Transaction (Month/Day/Year)
01/29/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/09/2019		G	V	22,604	D	$0	71,620	D
Common Stock	01/29/2020		A		71,337(1)	A	$0(2)	142,957	D
Common Stock	01/29/2020		A		83,866(3)	A	$0(2)	226,823	D
Common Stock	01/29/2020		A		33,545(3)	A	$0(2)	260,368	D
Common Stock	01/29/2020		F		63,671(4)	D	$36.71	196,697	D
Common Stock								104,973(5)	I	Family Trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents performance-based restricted stock units previously granted to the reporting person by the Company on February 15, 2019. The performance conditions applicable to the award were determined to have been satisfied by the Company's Compensation and Human Capital Committee (the "Compensation Committee") on January 29, 2020, resulting in one-third (1/3) of the shares subject to the award vesting on each of the first, second and third anniversaries of the grant date, subject to the reporting person's continued employment with the Company through the applicable vesting date.

2. Each restricted stock unit represents the right to receive one share of common stock, subject to the applicable vesting schedule.

3. Represents the number of performance-based restricted stock units previously granted to the reporting person by the Company on February 13, 2017. The performance conditions applicable to the award were determined to have been satisfied by the Company's Compensation Committee on January 29, 2020 (the "Determination Date"), resulting in the award vesting in full on the Determination Date.

4. This forfeiture of shares to satisfy applicable tax withholding in connection with one or more of the awards referenced above and does not constitute a sale transaction. Pursuant to the applicable award agreements, shares are required to be forfeited to satisfy applicable tax withholding in connection with the vesting of such awards.

5. Reflects the transfer by the reporting person of 22,604 shares of the Issuer's common stock to a family trust on July 9, 2019, as separately reported in this Form 4.

Remarks:

	Scott A. Graziano, SVP, Legal (Attorney-In-Fact)	01/30/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.