FORM 5 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
Form 3 Holdings Reported. | |||||||||||||||||
Form 4 Transactions Reported. |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
HCP, INC. [ HCP ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Statement for Issuer's Fiscal Year Ended
(Month/Day/Year) 12/31/2007 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | |||||||||||||||
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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 at end of Issuer's Fiscal Year (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||||||
Amount | (A) or (D) | Price | |||||||||||||
Common Stock | 08/21/2007 | G | 0(1)(2) | D | $0 | 57,500(1)(2) | D | ||||||||
Common Stock | 08/21/2007 | G | 600 | D | $0 | 56,900(3) | D | ||||||||
Common Stock | 08/21/2007 | G | 600 | A | $0 | 1,200(3) | I | Peter L. Rhein as custodian for his grandchildren |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | ||||||||||||||
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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) | |||
(A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
1. In June 2005, when a family member (grantor/trustee) became incapacitated, the Reporting Person began to serve as trustee of the Lillian L. Rhein Family Trust (the "Trust") while also a potential co-beneficiary of the Trust. At such time, the Trust held 3,000 shares of the Registrant's common stock. Accordingly, the Reporting Person may have been deemed to beneficially own some of the shares held by the Trust. From June 2005 through October 2006, the Trust made a total of eight sales that decreased the Trust's ownership to 1,400 shares. The details of each of those transactions are as follows: 200 shares on June 23, 2005 at $26.96; 200 shares on July 25, 2005 at $27.81; 200 shares on November 11, 2005 at $26.63; 200 shares on December 27, 2005 at $26.08; 200 shares on February 24, 2006 at $27.83; 200 shares on July 10, 2006 at $27.00; 200 shares on August 10, 2006 at $28.03; and 200 shares on October 17, 2006 at $32.48. (Footnote 1 is continued under footnote 2.) |
2. (Continued from footnote 1.) Neither the original 3,000 shares held by the Trust, nor the subsequent sales, were reported by the Reporting Person. In late 2007, the grantor of the trust passed away. Pursuant to the terms of the Trust, the remaining assets will be liquidated to pay estate taxes and other related expenses. Shares currently held by the Trust are not included in the Reporting Person's aggregate beneficial ownership because no shares are expected to be distributed to him as co-beneficiary upon final liquidation. |
3. Transfer of shares as custodian for grandchildren under the Uniform Gifts to Minors Act. Reflects total indirect beneficial ownership of the registrant's shares as of December 31, 2007, including gifts made to the reporting person's grandchildren in prior years. |
Remarks: |
Eric J. Stambol, Power of Attorney for Peter L. Rhein | 02/14/2008 | |
** 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. |