Shawn G. Johnston - Feb 15, 2023 Form 4 Insider Report for HEALTHPEAK PROPERTIES, INC. (PEAK)

Role: EVP and CAO
Signature: Scott A. Graziano, SVP, Legal (Attorney-In-Fact)
Stock symbol: PEAK
Transactions as of: Feb 15, 2023
Transactions value $: $0
Form type: 4
Date filed: 2/16/2023, 05:05 PM
Previous filing: Feb 14, 2023
Next filing: Feb 5, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	PEAK	Common Stock	Disposed to Issuer		-5.67K	-12.59%		39.4K	Feb 15, 2023	Direct	F1, F2

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	PEAK	LTIP Units	Award		+1.94K			1.94K	Feb 15, 2023	Common Stock	1.94K		Direct	F2, F3
transaction	PEAK	LTIP Units	Award		+3.73K			3.73K	Feb 15, 2023	Common Stock	3.73K		Direct	F2, F4

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

Explanation of Responses:

Id	Content
F1	Represents unvested restricted stock units in respect of shares of common stock of the Issuer that were previously granted to the reporting person, provided for time-based vesting, and were cancelled by the Issuer on February 15, 2023 (the "Cancelled RSUs"). This cancellation of shares does not constitute a sale transaction.
F2	The reporting person received in exchange for the Cancelled RSUs a replacement award of 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, and which have the same vesting schedule as the corresponding Cancelled RSUs. 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.
F3	These LTIP Units represent the unvested portion of the original grant, which vests one-third (1/3) annually commencing on the first anniversary of the February 12, 2021 grant date, subject to continued service with the Issuer.
F4	These LTIP Units represent the unvested portion of the original grant, which vests one-third (1/3) annually commencing on the first anniversary of the February 10, 2022 grant date, subject to continued service with the Issuer.