Sec Form 4 Filing - HERZOG THOMAS M @ HEALTHPEAK PROPERTIES, INC. - 2020-01-29

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
HERZOG THOMAS M
2. Issuer Name and Ticker or Trading Symbol
HEALTHPEAK PROPERTIES, INC. [ PEAK]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
CEO
(Last) (First) (Middle)
1920 MAIN STREET, SUITE 1200
3. Date of Earliest Transaction (MM/DD/YY)
01/29/2020
(Street)
IRVINE, CA92614
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 07/09/2019 G V 22,604 D $ 0 71,620 D
Common Stock 01/29/2020 A 71,337 ( 1 ) A $ 0 ( 2 ) 142,957 D
Common Stock 01/29/2020 A 83,866 ( 3 ) A $ 0 ( 2 ) 226,823 D
Common Stock 01/29/2020 A 33,545 ( 3 ) A $ 0 ( 2 ) 260,368 D
Common Stock 01/29/2020 F 63,671 ( 4 ) D $ 36.71 196,697 D
Common Stock 104,973 ( 5 ) I Family Trust
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
HERZOG THOMAS M
1920 MAIN STREET
SUITE 1200
IRVINE, CA92614
X CEO
Signatures
Scott A. Graziano, SVP, Legal (Attorney-In-Fact) 01/30/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents performance-based restricted stock units previously granted to the reporting person by the Company on February 15, 2019. The performance conditions applicable to the award were determined to have been satisfied by the Company's Compensation and Human Capital Committee (the "Compensation Committee") on January 29, 2020, resulting in one-third (1/3) of the shares subject to the award vesting on each of the first, second and third anniversaries of the grant date, subject to the reporting person's continued employment with the Company through the applicable vesting date.
( 2 )Each restricted stock unit represents the right to receive one share of common stock, subject to the applicable vesting schedule.
( 3 )Represents the number of performance-based restricted stock units previously granted to the reporting person by the Company on February 13, 2017. The performance conditions applicable to the award were determined to have been satisfied by the Company's Compensation Committee on January 29, 2020 (the "Determination Date"), resulting in the award vesting in full on the Determination Date.
( 4 )This forfeiture of shares to satisfy applicable tax withholding in connection with one or more of the awards referenced above and does not constitute a sale transaction. Pursuant to the applicable award agreements, shares are required to be forfeited to satisfy applicable tax withholding in connection with the vesting of such awards.
( 5 )Reflects the transfer by the reporting person of 22,604 shares of the Issuer's common stock to a family trust on July 9, 2019, as separately reported in this Form 4.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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