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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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*
(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. Date of Earliest Transaction
(Month/Day/Year) 11/14/2008 | ||||||||||||||||||||||||||
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 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 | 01/30/2009 | A | 10,640(1) | A | $0 | 122,428 | D | |||
Common Stock | 11/14/2008 | C | 50,000 | A | (2) | 172,428 | D | |||
Common Stock | 11/14/2008 | C | 38,600 | A | (2) | 38,600 | I | Held in Trust for his children |
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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Employee Stock Option | $23.34 | 01/30/2009 | A | 71,810 | (3) | 01/30/2019 | Common Stock | 71,810 | $0 | 71,810 | D | ||||
LLC Units (Right to Redeem) | (2) | 11/14/2008 | C | 50,000 | (4) | (4) | Common Stock | 50,000 | $0 | 50,000 | D | ||||
LLC Units (Right to Redeem) | (2) | 11/14/2008 | C | 38,600 | (4) | (4) | Common Stock | 38,600 | $0 | 39,997 | I | Units held in Trust for his children |
Explanation of Responses: |
1. Represents the number of restricted stock units that were fixed on January 30, 2009 based on the issuer's satisfaction of certain performance criteria. The restricted stock units vest 20% each year on the anniversary of the January 25, 2008 grant. Subject to certain restrictions, the common stock is deliverable upon a distribution date timely elected by the reporting person, which date must be no sooner than the vesting date. |
2. The reporting person redeemed units of HCPI/Tennessee, LLC, of which the issuer is the managing member. Units are redeemable at the election of the holder on or after October 1, 2004 and through September 30, 2013. The units are redeemable at the election of HCP after September 30, 2013. The Units are redeemable, on a 1 for 1 basis, into shares of Common Stock or cash at the discretion of HCP. The issuer elected to redeem the reporting person's Units with Common Stock. |
3. Options vest 20% per year commencing on January 30, 2010, the first anniversary of the grant. |
4. Units are redeemable at the election of the holder on or after October 1, 2004 and through September 30, 2013. The units are redeemable at the election of HCP after September 30, 2013. The Units are redeemable, on a 1 for 1 basis, into shares of Common Stock or cash at the discretion of HCP |
Remarks: |
Eric J. Stambol, Power of Attorney for Thomas M. Klaritch | 02/03/2009 | |
** 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. |