Victor J. Coleman - Mar 22, 2023 Form 4 Insider Report for Hudson Pacific Properties, Inc. (HPP)

Role: Chief Executive Officer, Director
Signature: /s/ Victor Coleman
Stock symbol: HPP
Transactions as of: Mar 22, 2023
Transactions value $: $0
Form type: 4
Date filed: 6/2/2023, 04:08 PM
Previous filing: Mar 3, 2023
Next filing: Apr 5, 2023

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	HPP	LTIP Units	Award		+113K	+7.92%		1.54M	Mar 22, 2023	Common Stock, par value $.01	113K		Direct	F1, F2, F3, F4, F5, F6

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	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 issued 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.
F2	(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.
F3	This transaction is being reported late due to an inadvertent administrative error.
F4	Represents the number of LTIP Units earned based on the achievement of operational performance metrics over the one-year performance period beginning January 1, 2022 and ending December 31, 2022. 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, 2022 and ending December 31, 2024.
F5	The LTIP Units will vest in full on December 31, 2024, subject to the executive's continued service through the vesting date.
F6	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.