Sec Form 4 Filing - Tidwell Kay Lee @ Hudson Pacific Properties, Inc. - 2022-02-16

Insider filing report for Changes in Beneficial Ownership
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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
Tidwell Kay Lee
2. Issuer Name and Ticker or Trading Symbol
Hudson Pacific Properties, Inc. [ HPP]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Executive VP, General Counsel
(Last) (First) (Middle)
11601 WILSHIRE BLVD. SUITE 900
3. Date of Earliest Transaction (MM/DD/YY)
02/16/2022
(Street)
LOS ANGELES, CA90025
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
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
LTIP Units( 1 )( 2 ) ( 1 )( 2 ) 02/16/2022 A 9,616( 3 ) ( 4 ) ( 5 ) Common Stock, par value $.01 9,616( 3 ) ( 1 )( 2 ) 121,912 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Tidwell Kay Lee
11601 WILSHIRE BLVD. SUITE 900
LOS ANGELES, CA90025
Executive VP, General Counsel
Signatures
/s/ Kay Lee Tidwell 02/18/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )LTIP Units are a class of limited partnership units in Hudson Pacific Properties, L.P. (the "Operating Partnership"), the operating partnership of Hudson Pacific Properties, Inc. (the "Company") and are granted pursuant to the Hudson Pacific Properties, Inc. and Hudson Pacific Properties, L.P. 2010 Incentive Award Plan. Initially, LTIP Units do not have full parity with common limited partnership units of the Operating Partnership ("Common Units") with respect to liquidating distributions. If such parity is reached, vested LTIP Units may be converted into an equal number of Common Units at any time thereafter, and, upon conversion, enjoy all the rights of Common Units. Common Units are redeemable for cash based on the fair market value of an equivalent number of shares of Common Stock, or, at the election of the Company, an equal number of shares of Common Stock, each subject to adjustment in the event of stock splits, specified extraordinary distributions or similar events.
( 2 )(Continued from Footnote 1) The LTIP Units are also subject to a mandatory holding period under which the executives generally cannot sell vested LTIP Units for an additional two years following the applicable vesting date.
( 3 )Represents the number of LTIP Units earned based on the achievement of operational performance metrics over the one-year performance period beginning January 1, 2021 and ending December 31, 2021. The actual number of LTIP Units to be issued upon vesting may be adjusted based on the Company's achievement of absolute total shareholder return goals over the three-year performance period commencing January 1, 2021 and ending December 31, 2023.
( 4 )The LTIP Units will vest in full on December 31, 2023, subject to the executive's continued service through the vesting date.
( 5 )The rights to convert LTIP Units into Common Units and redeem Common Units for cash or shares of Common Stock do not have expiration dates.

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