Lihpang Lu Form 3 HCP / Lihpang Lu ownership change

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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:	3235-0104
Estimated average burden
hours per response:	0.5

1. Name and Address of Reporting Person^*

Lu Lihpang

(Last) (First) (Middle)

1920 MAIN STREET

SUITE 1200

(Street)

IRVINE CA 92614

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/11/2016

3. Issuer Name and Ticker or Trading Symbol
HCP, INC. [ HCP ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Executive Vice President

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	20,412.7(1)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option	(2)	01/30/2019	Common Stock	4,520	23.34	D
Employee Stock Option	(3)	01/29/2020	Common Stock	2,472	28.35	D
Employee Stock Option	(4)	01/27/2021	Common Stock	2,496	36.96	D
Employee Stock Option	(5)	01/30/2022	Common Stock	4,437	41.64	D
Employee Stock Option	(6)	01/28/2023	Common Stock	7,320	46.92	D
Employee Stock Option	(7)	02/03/2024	Common Stock	13,104	38.83	D

Explanation of Responses:

1. Includes 16,674 restricted stock unit awards that remain subject to vesting based on continued service pursuant to the applicable award agreements.

2. Stock options vested one-fifth (1/5) annually commencing on the first anniversary of the January 30, 2009 grant date.

3. Stock options vested one-fifth (1/5) annually commencing on the first anniversary of the January 29, 2010 grant date.

4. Stock options vested one-fourth (1/4) annually commencing on the first anniversary of the January 27, 2011 grant date.

5. Stock options vest one-fourth (1/4) annually commencing on the first anniversary of the January 30, 2012 grant date.

6. Stock options vest one-fourth (1/4) annually commencing on the first anniversary of the January 28, 2013 grant date.

7. Stock options vest one-third (1/3) annually commencing on the first anniversary of the February 3, 2014 grant date.

	Scott A. Graziano, VP, Legal (Attorney-In-Fact)	01/21/2016
	** 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 5 (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.