Sec Form 4 Filing - FLAHERTY JAMES F III @ HCP, INC. - 2013-02-25

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person FLAHERTY JAMES F III 2. Issuer Name and Ticker or Trading Symbol HCP, INC. [ HCP] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chairman, Pres. and CEO (Last) (First) (Middle) 3760 KILROY AIRPORT WAY, SUITE 300 3. Date of Earliest Transaction (MM/DD/YY) 02/25/2013 (Street) LONG BEACH, CA90806 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 02/25/2013 M 149,492 A $ 31.95 1,248,764 D Common Stock 02/25/2013 F( 1 ) 122,994 D $ 48.1687 1,125,770 D Common Stock 02/25/2013 S 26,498 D $ 48.1687 1,099,272 D Common Stock 02/25/2013 M 67,104 A $ 28.35 1,166,376 D Common Stock 02/25/2013 F( 1 ) 53,902 D $ 48.1687 1,112,474 D Common Stock 02/25/2013 S 13,202 D $ 48.1687 1,099,272 D Common Stock 02/26/2013 M 138,312 A $ 28.35 1,237,584 D Common Stock 02/26/2013 F( 1 ) 111,113 D $ 48.1522 1,126,471 D Common Stock 02/26/2013 S 27,199 D $ 48.1522 1,099,272 D Common Stock 02/26/2013 M 173,702 A $ 23.34 1,272,974 D Common Stock 02/26/2013 F( 1 ) 130,901 D $ 48.1522 1,142,073 D Common Stock 02/26/2013 S 42,801 D $ 48.1522 1,099,272 D Common Stock 02/27/2013 M 6,247 A $ 23.34 1,105,519 D Common Stock 02/27/2013 F( 1 ) 4,696 D $ 48.5685 1,100,823 D Common Stock 02/27/2013 S 1,551 D $ 48.5685 1,099,272 D

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 $ 31.95 02/25/2013 M 149,492 01/25/2008( 2 ) 01/25/2018 Common Stock 149,492 $ 0 0 D Employee Stock Option $ 28.35 02/25/2013 M 67,104 01/29/2010( 3 ) 01/29/2020 Common Stock 67,104 $ 0 275,256 D Employee Stock Option $ 28.35 02/26/2013 M 138,312 01/29/2010( 3 ) 01/29/2020 Common Stock 138,312 $ 0 136,944 D Employee Stock Option $ 23.34 02/26/2013 M 173,702 01/30/2009( 4 ) 01/30/2019 Common Stock 173,702 $ 0 186,196 D Employee Stock Option $ 23.34 02/27/2013 M 6,247 01/30/2009( 4 ) 01/30/2019 Common Stock 6,247 $ 0 179,949 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other FLAHERTY JAMES F III 3760 KILROY AIRPORT WAY SUITE 300 LONG BEACH, CA90806 Chairman, Pres. and CEO Signatures Troy E. McHenry, VP, Corporate Counsel (Power of Attorney) 02/27/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These shares were acquired by the reporting person upon exercise of stock options as reported on the preceding line of this Form 4 but were withheld by the Issuer in satisfaction of the reporting person's obligation to pay the exercise price of the stock options and the applicable tax withholding obligations. ( 2 )Stock options vest 20% annually commencing on the first anniversary of the January 25, 2008 grant date and have been fully exercised. ( 3 )Stock options vest 20% annually commencing on the first anniversary of the January 29, 2010 grant date. ( 4 )Stock options vest 20% annually commencing on the first anniversary of the January 30, 2009 grant 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).

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