X0306 4 2017-01-28 0 0000765880 HCP, INC. HCP 0001664073 McHenry Troy E. 1920 MAIN STREET SUITE 1200 IRVINE CA 92614 0 1 0 0 EVP, Gen Counsel and Corp Sec Common Stock 2017-01-28 4 F 0 297 29.56 D 29848.213 D Represents the amount of shares forfeited for applicable tax withholding requirements in connection with the vesting of restricted stock units granted on January 28, 2013. The number of RSUs in this Form 4 have been adjusted to reflect the Corporation's spin-off of its wholly owned subsidiary Quality Care Properties, Inc. on October 31, 2016. The adjustments were made to preserve the intrinsic value of the reporting person's unvested RSUs existing prior to the spin-off, consistent with the Corporation's treatment of all outstanding and unvested RSUs. Scott A. Graziano, VP, Legal (Attorney-In-Fact) 2017-01-31