Linn Michael G Form 4 Hudson Pacific Properties / Thomas G. Jr. Roberts 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

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X

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^*

Farallon Capital Partners, L.P.

(Last) (First) (Middle)

C/O FARALLON CAPITAL MANAGEMENT, L.L.C.,

ONE MARITIME PLAZA, SUITE 2100

(Street)

SAN FRANCISCO CA 94111

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Hudson Pacific Properties, Inc. [ HPP ]

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

	Director	X	10% Owner
	Officer (give title below)	X	Other (specify below)
Member of Group Owning 10%

3. Date of Earliest Transaction (Month/Day/Year)
04/09/2015

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

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

	Form filed by One Reporting Person
X	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, par value $0.01 per share	04/09/2015		C		934,728	A	(1)	2,361,867	D(2)(3)(4)
Common Stock, par value $0.01 per share	04/10/2015		S		1,857,093	D	$32.79	504,774	D(2)(3)(4)
Common Stock, par value $0.01 per share	04/10/2015		S		3,759,269	D	$32.79	2,800,716	D(2)(3)(5)
Common Stock, par value $0.01 per share	04/10/2015		S		421,138	D	$32.79	313,754	D(2)(3)(6)
Common Stock, par value $0.01 per share								3,619,244	I	See Footnotes(2)(3)(7)(8)
Common Stock, par value $0.01 per share								3,619,244	I	See Footnotes(2)(3)(7)(9)(10)

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
Common Units of Limited Partnership Interest	(11)	04/09/2015		C(1)			934,728	08/29/2011	(12)	Common Stock, par value $0.01 per share	934,728	$0	878,790	D(2)(3)(4)
Common Units of Limited Partnership Interest	(11)							08/29/2011	(12)	Common Stock, par value $0.01 per share	934,728		878,790	I	See Footnotes(2)(3)(4)(8)
Common Units of Limited Partnership Interest	(11)							08/29/2011	(12)	Common Stock, par value $0.01 per share	934,728		878,790	I	See Footnotes(2)(3)(4)(9)(10)

1. Name and Address of Reporting Person^*

Farallon Capital Partners, L.P.

(Last) (First) (Middle)

C/O FARALLON CAPITAL MANAGEMENT, L.L.C.,

ONE MARITIME PLAZA, SUITE 2100

(Street)

SAN FRANCISCO CA 94111

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Farallon Capital Institutional Partners, L.P.

(Last) (First) (Middle)

C/O FARALLON CAPITAL MANAGEMENT, L.L.C.

ONE MARITIME PLAZA, SUITE 2100

(Street)

SAN FRANCISCO CA 94111

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

FARALLON CAPITAL INSTITUTIONAL PARTNERS III LP

(Last) (First) (Middle)

C/O FARALLON CAPITAL MANAGEMENT, L.L.C.

ONE MARITIME PLAZA, SUITE 2100

(Street)

SAN FRANCISCO CA 94111

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Fisch Michael B.

(Last) (First) (Middle)

C/O FARALLON CAPITAL MANAGEMENT, L.L.C.

ONE MARITIME PLAZA, SUITE 2100

(Street)

SAN FRANCISCO CA 94111

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Hirsch Daniel J.

(Last) (First) (Middle)

C/O FARALLON CAPITAL MANAGEMENT, L.L.C.

ONE MARITIME PLAZA, SUITE 2100

(Street)

SAN FRANCISCO CA 94111

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Kim David T

(Last) (First) (Middle)

C/O FARALLON CAPITAL MANAGEMENT, L.L.C.

ONE MARITIME PLAZA, SUITE 2100

(Street)

SAN FRANCISCO CA 94111

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

LANDRY MONICA R

(Last) (First) (Middle)

C/O FARALLON CAPITAL MANAGEMENT, L.L.C.

ONE MARITIME PLAZA, SUITE 2100

(Street)

SAN FRANCISCO CA 94111

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Linn Michael G

(Last) (First) (Middle)

C/O FARALLON CAPITAL MANAGEMENT, L.L.C.

ONE MARITIME PLAZA, SUITE 2100

(Street)

SAN FRANCISCO CA 94111

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

PATEL RAJIV A

(Last) (First) (Middle)

C/O FARALLON CAPITAL MANAGEMENT, L.L.C.

ONE MARITIME PLAZA, SUITE 2100

(Street)

SAN FRANCISCO CA 94111

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Roberts Thomas G. Jr.

(Last) (First) (Middle)

C/O FARALLON CAPITAL MANAGEMENT, L.L.C.

ONE MARITIME PLAZA, SUITE 2100

(Street)

SAN FRANCISCO CA 94111

(City) (State) (Zip)

Explanation of Responses:

1. Farallon 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.

2. The 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.

3. Since 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.

4. The amount of securities shown in this row is owned directly by FCP.

5. The amount of securities shown in this row is owned directly by Farallon Capital Institutional Partners, L.P. ("FCIP").

6. The 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").

7. The amount of securities shown in this row is owned directly by the Farallon Funds.

8. As 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.

9. Each 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.

10. As 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.

11. Represents 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.

12. Units have no expiration date.

	/s/ Daniel J. Hirsch, as attorney-in-fact and/or authorized signer for Farallon Capital Partners, L.P.	04/13/2015
	/s/ Daniel J. Hirsch, as attorney-in-fact and/or authorized signer for Farallon Capital Institutional Partners, L.P.	04/13/2015
	/s/ Daniel J. Hirsch, as attorney-in-fact and/or authorized signer for Farallon Capital Institutional Partners III, L.P.	04/13/2015
	/s/ Daniel J. Hirsch, as attorney-in-fact and/or authorized signer for Michael B. Fisch	04/13/2015
	/s/ Daniel J. Hirsch, for himself	04/13/2015
	/s/ Daniel J. Hirsch, as attorney-in-fact and/or authorized signer for David T. Kim	04/13/2015
	/s/ Daniel J. Hirsch, as attorney-in-fact and/or authorized signer for Monica R. Landry	04/13/2015
	/s/ Daniel J. Hirsch, as attorney-in-fact and/or authorized signer for Michael G. Linn	04/13/2015
	/s/ Daniel J. Hirsch, as attorney-in-fact and/or authorized signer for Rajiv A. Patel	04/13/2015
	/s/ Daniel J. Hirsch, as attorney-in-fact and/or authorized signer for Thomas G. Roberts, Jr.	04/13/2015
	** Signature of Reporting Person	Date
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