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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) |
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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Partnership Units | (4) | 08/29/2011 | (5) | Common Stock, par value $0.01 per share | 0 | 0 | I | See Footnotes (1) (2) (3) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Leone Davide C/O FARALLON CAPITAL MANAGEMENT, L.L.C. ONE MARITIME PLAZA, SUITE 2100 SAN FRANCISCO, CA 94111 |
X | Member of Group Owning 10% | ||
MacMahon Douglas M C/O FARALLON CAPITAL MANAGEMENT, L.L.C. ONE MARITIME PLAZA, SUITE 2100 SAN FRANCISCO, CA 94111 |
X | Member of Group Owning 10% |
/s/ Monica R. Landry, as attorney-in-fact and/or authorized signer for Davide Leone | 02/02/2011 | |
**Signature of Reporting Person | Date | |
/s/ Monica R. Landry, as attorney-in-fact and/or authorized signer for Douglas M. MacMahon | 02/02/2011 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | Each of Davide Leone and Douglas M. MacMahon previously filed a Form 3 and a Form 4 with respect to securities of the Issuer owned directly by Farallon Capital Partners, L.P., Farallon Capital Institutional Partners, L.P. and Farallon Capital Institutional Partners III, L.P. (collectively, the "Farallon Funds"). |
(2) | As a managing member of Farallon Partners, L.L.C. ("FPLLC"), the general partner of each of the Farallon Funds, each of Messrs. Leone and MacMahon may have been deemed a beneficial owner of the Issuer's securities deemed beneficially owned by FPLLC. Effective as of January 31, 2011, in connection with their respective resignations as managing members of FPLLC, each of Messrs. Leone and MacMahon may no longer be deemed a beneficial owner of any of the Issuer's securities deemed beneficially owned by FPLLC. |
(3) | Each of Messrs. Leone and MacMahon and the other individuals identified in the prior Forms 3 and Forms 4 filed by the foregoing disclaims any beneficial ownership of any of the Issuer's securities reported or referred to herein or therein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "'34 Act"), or otherwise, except to the extent of his or her pecuniary interest, if any. FPLLC disclaims any beneficial ownership of any of the Issuer's securities reported or referred to herein or in such prior Forms 3 and Forms 4 for purposes of Section 16 of the '34 Act or otherwise, except as to securities representing FPLLC's pro rata interest in, and interest in the profits of, the Farallon Funds. |
(4) | Represents common units of limited partnership interest ("OP Units") in Hudson Pacific Properties, L.P., a Maryland limited partnership of which the Issuer is the sole general partner. OP Units are redeemable, beginning August 29, 2011, for cash equal to the then-current market value of one share of the Issuer's common stock or, at the election of the Issuer, for shares of the Issuer's common stock on a one-to-one basis. |
(5) | Not applicable. |