Sec Form 4 Filing - Scott Peter A @ HEALTHPEAK PROPERTIES, INC. - 2024-02-01

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
Scott Peter A
2. Issuer Name and Ticker or Trading Symbol
HEALTHPEAK PROPERTIES, INC. [ PEAK]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
CFO
(Last) (First) (Middle)
4600 SOUTH SYRACUSE STREET, SUITE 500
3. Date of Earliest Transaction (MM/DD/YY)
02/01/2024
(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
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 ) 02/01/2024 A 36,087 ( 1 )( 2 ) ( 1 ) Common Stock 36,087 ( 1 ) 36,087 D
LTIP Units ( 1 ) 02/01/2024 A 4,139 ( 1 )( 3 ) ( 1 ) Common Stock 4,139 ( 1 ) 4,139 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Scott Peter A
4600 SOUTH SYRACUSE STREET
SUITE 500
DENVER, CO80237
CFO
Signatures
Carol Samaan, VP, Legal (Attorney-In-Fact) 02/05/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents a class of units of membership interests in Healthpeak OP, LLC, a Maryland limited liability company ("Healthpeak OP"), the operating subsidiary of the Issuer, designated as LTIP Units ("LTIP Units") intended to qualify as profits interests for U.S. federal income tax purposes. LTIP Units do not have an expiration date. Upon achieving equivalent capital account balance per unit and any applicable vesting conditions, the LTIP Units are convertible at the election of the holder into common unit membership interests in Healthpeak OP (the "OP Units"). The OP Units are redeemable, at the election of the holder, for cash equal to the fair market value of one share of the Issuer's Common Stock or, at the option of Healthpeak OP, convertible to shares of the Issuer's Common Stock on a one-for-one basis, and have no expiration date.
( 2 )Represents earned performance-based LTIP Units previously granted to the reporting person on February 15, 2023. The performance condition applicable to this award was determined to have been satisfied by the Issuer's Compensation and Human Capital Committee (the "Committee") on February 1, 2024 (the "Determination Date"), resulting in the LTIP Units shown being earned. These LTIP Units vest in one-third (1/3) increments on each of the first, second and third anniversaries of the grant date, subject to the reporting person's continued employment through the applicable vesting date.
( 3 )Represents earned performance-based LTIP Units previously granted to the reporting person on February 12, 2021 as performance-based restricted stock units (which award was cancelled and replaced with LTIP Units on February 15, 2023), plus an additional number of accrued but unpaid dividend equivalent LTIP Units on the earned performance-based LTIP Units. The performance conditions applicable to the performance-based LTIP Units and corresponding dividend equivalent LTIP Units were determined to have been satisfied by the Committee on the Determination Date, resulting in the earned LTIP Units shown vesting in full on the Determination Date.

Remarks:
Exhibit List: Exhibit 24 - Power of Attorney

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