Sec Form 4 Filing - HERZOG THOMAS M @ HEALTHPEAK PROPERTIES, INC. - 2021-02-04

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) 5050 SOUTH SYRACUSE STREET, SUITE 800 3. Date of Earliest Transaction (MM/DD/YY) 02/04/2021 (Street) DENVER, CO80237 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 02/26/2020 G V 53,740 D $ 0 106,194 D Common Stock 03/05/2020 G V 31,335 D $ 0 74,859 D Common Stock 02/04/2021 A 75,048 ( 1 ) A $ 0 ( 2 ) 149,907 D Common Stock 02/04/2021 A 154,342 ( 3 ) A $ 0 ( 2 ) 304,249 D Common Stock 02/04/2021 A 71,531 ( 3 ) A $ 0 ( 2 ) 375,780 D Common Stock 02/04/2021 A 9,458 ( 4 ) A $ 0 ( 2 ) 385,238 D Common Stock 02/04/2021 A 4,385 ( 4 ) A $ 0 ( 2 ) 389,623 D Common Stock 02/04/2021 F 125,297 ( 5 ) D $ 30.55 264,326 D Common Stock 190,048 ( 6 ) 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 5050 SOUTH SYRACUSE STREET SUITE 800 DENVER, CO80237 X CEO Signatures Scott A. Graziano, SVP, Legal (Attorney-In-Fact) 02/08/2021 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 14, 2020. 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 February 4, 2021 (the "Determination Date"), 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 14, 2018. The performance conditions applicable to the award were determined to have been satisfied by the Compensation Committee on the Determination Date, resulting in the award vesting in full on the Determination Date. ( 4 )Represents the number of performance-based restricted stock units previously granted to the reporting person by the Company on October 3, 2018. The performance conditions applicable to the award were determined to have been satisfied by the Compensation Committee on the Determination Date, resulting in the award vesting in full on the Determination Date. ( 5 )This forfeiture of shares to satisfy applicable tax withholding in connection with several 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. ( 6 )Reflects the transfer by the reporting person of 85,075 shares of the Issuer's common stock in the aggregate to a family trust on February 26, 2020 and March 5, 2020, as separately reported in this Form 4.

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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