hpp13da5.htm

   
   
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC  20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 5)   *


Hudson Pacific Properties, Inc.
(Name of Issuer)
 
Common Stock, par value $ 0.01 per share
(Title of Class of Securities)
 
444097109
(Cusip Number)
 
Mark C. Wehrly
Farallon Capital Management, L.L.C.
One Maritime Plaza, Suite 2100
San Francisco, California 94111
(415) 421-2132
(Name, Address, and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
March 25, 2014
(Date of Event which Requires Filing of this Statement)
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [   ].

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Section 240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).



(Continued on following pages)
Page 1 of 25 Pages

 
 
 
 
 
 


 
13D
  CUSIP No. 444097109
  

1
  NAMES OF REPORTING PERSONS
 
  Farallon Capital Partners, L.P.
2
  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            
                                                                                                                                                      (a) [     ]
                                                                                                                                                      (b) [ X ]**
**   The reporting persons making this filing hold an aggregate of 8,733,193 Shares, which is 13.0% of the class of securities.  The reporting person on this cover page, however, may be deemeda beneficial owner only of the securities reported by it on this cover page.
3
  SEC USE ONLY
 
4
  SOURCE OF FUNDS (See Instructions)
 
  N/A
5
  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
  TO ITEMS 2(d) OR 2(e)
                                                                                                                                                            [     ]
 
6
  CITIZENSHIP OR PLACE OF ORGANIZATION
 
  California
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING  PERSON WITH
7
  SOLE VOTING POWER
 
  -0-
8
  SHARED VOTING POWER
 
  1,427,139
9
  SOLE DISPOSITIVE POWER
 
  -0-
10
  SHARED DISPOSITIVE POWER
 
  1,427,139
11
  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
  1,438,316
12
  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
  CERTAIN SHARES (See Instructions)                         
                                                                                                                                                            [     ]
 
13
  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
  2.1%
14
  TYPE OF REPORTING PERSON (See Instructions)
 
  PN
 

Page 2 of 25 Pages
 
 
 
 
 
13D
  CUSIP No. 444097109
  

1
  NAMES OF REPORTING PERSONS
 
  Farallon Capital Institutional Partners, L.P.
2
  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            
                                                                                                                                                      (a) [     ]
                                                                                                                                                      (b) [ X ]**
**  The reporting persons making this filing hold an aggregate of 8,733,193 Shares, which is 13.0% of the class of securities.  The reporting person on this cover page, however, may be deemeda beneficial owner only of the securities reported by it on this cover page.
3
  SEC USE ONLY
 
4
  SOURCE OF FUNDS (See Instructions)
  N/A
5
  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
  TO ITEMS 2(d) OR 2(e)
                                                                                                                                                            [     ]
6
  CITIZENSHIP OR PLACE OF ORGANIZATION
 
  California
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING  PERSON WITH
7
  SOLE VOTING POWER
 
  -0-
8
  SHARED VOTING POWER
 
  6,559,985
9
  SOLE DISPOSITIVE POWER
 
  -0-
10
  SHARED DISPOSITIVE POWER
 
  6,559,985
11
  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
  6,571,162
12
  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
  CERTAIN SHARES (See Instructions)                         
                                                                                                                                                            [     ]
 
13
  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
  9.8%
14
  TYPE OF REPORTING PERSON (See Instructions)
 
  PN

 

Page 3 of 25 Pages
 
 
 
 
13D
  CUSIP No. 444097109
  

1
  NAMES OF REPORTING PERSONS
 
  Farallon Capital Institutional Partners III, L.P.
2
  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            
                                                                                                                                                      (a) [     ]
                                                                                                                                                      (b) [ X ]**
**  The reporting persons making this filing hold an aggregate of  8,733,193 Shares, which is 13.0% of the class of securities.  The reporting person on this cover page, however, may be deemeda beneficial owner only of the securities reported by it on this cover page.
3
  SEC USE ONLY
 
4
  SOURCE OF FUNDS (See Instructions)
 
  N/A
5
  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
  TO ITEMS 2(d) OR 2(e)
                                                                                                                                                            [     ]
 
6
  CITIZENSHIP OR PLACE OF ORGANIZATION
 
  Delaware
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING  PERSON WITH
7
  SOLE VOTING POWER
 
  -0-
8
  SHARED VOTING POWER
 
  734,892
9
  SOLE DISPOSITIVE POWER
 
  -0-
10
  SHARED DISPOSITIVE POWER
 
  734,892
11
  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
  746,069
12
  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
  CERTAIN SHARES (See Instructions)                         
                                                                                                                                                            [     ]
 
13
  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
  1.1%
14
  TYPE OF REPORTING PERSON (See Instructions)
 
  PN

 
Page 4 of 25 Pages
 
 
 
 
13D
  CUSIP No. 444097109
  

1
  NAMES OF REPORTING PERSONS
 
  Farallon Partners, L.L.C.
2
  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            
                                                                                                                                                      (a) [     ]
                                                                                                                                                      (b) [ X ]**
**  The reporting persons making this filing hold an aggregate of 8,733,193 Shares, which is 13.0% of the class of securities.  The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page.
3
  SEC USE ONLY
 
4
  SOURCE OF FUNDS (See Instructions)
 
  N/A
5
  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
  TO ITEMS 2(d) OR 2(e)
                                                                                                                                                            [     ]
 
6
  CITIZENSHIP OR PLACE OF ORGANIZATION
 
  Delaware
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING  PERSON WITH
7
  SOLE VOTING POWER
 
  -0-
8
  SHARED VOTING POWER
 
  8,722,016
9
  SOLE DISPOSITIVE POWER
 
  -0-
10
  SHARED DISPOSITIVE POWER
 
  8,722,016
11
  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
  8,733,193
12
  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
  CERTAIN SHARES (See Instructions)                         
                                                                                                                                                            [     ]
 
13
  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
  13.0%
14
  TYPE OF REPORTING PERSON (See Instructions)
 
  OO

 
Page 5 of 25 Pages
 
 
 
 
13D
  CUSIP No. 444097109
  

1
  NAMES OF REPORTING PERSONS
 
  Richard B. Fried
2
  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            
                                                                                                                                                      (a) [     ]
                                                                                                                                                      (b) [ X ]**
**  The reporting persons making this filing hold an aggregate of 8,733,193 Shares, which is 13.0% of the class of securities.  The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by him on this cover page.
3
  SEC USE ONLY
 
4
  SOURCE OF FUNDS (See Instructions)
 
  N/A
5
  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
  TO ITEMS 2(d) OR 2(e)
                                                                                                                                                            [     ]
6
  CITIZENSHIP OR PLACE OF ORGANIZATION
 
  United States
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING  PERSON WITH
7
  SOLE VOTING POWER
 
  11,177
8
  SHARED VOTING POWER
 
  8,722,016
9
  SOLE DISPOSITIVE POWER
 
  11,177
10
  SHARED DISPOSITIVE POWER
 
  8,722,016
11
  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
  8,733,193
12
  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
  CERTAIN SHARES (See Instructions)                         
                                                                                                                                                            [     ]
 
13
  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
  13.0%
14
  TYPE OF REPORTING PERSON (See Instructions)
 
  IN

 
 
Page 6 of 25 Pages
 
 
 
 
13D
  CUSIP No. 444097109
  

1
  NAMES OF REPORTING PERSONS
 
  Daniel J. Hirsch
2
  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            
                                                                                                                                                      (a) [     ]
                                                                                                                                                      (b) [ X ]**
**  The reporting persons making this filing hold an aggregate of 8,733,193 Shares, which is 13.0% of the class of securities.  The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by him on this cover page.
3
  SEC USE ONLY
 
4
  SOURCE OF FUNDS (See Instructions)
 
  N/A
5
  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
  TO ITEMS 2(d) OR 2(e)
                                                                                                                                                            [     ]
 
6
  CITIZENSHIP OR PLACE OF ORGANIZATION
 
  United States
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING  PERSON WITH
7
  SOLE VOTING POWER
 
  -0-
8
  SHARED VOTING POWER
 
  8,722,016
9
  SOLE DISPOSITIVE POWER
 
  -0-
10
  SHARED DISPOSITIVE POWER
 
  8,722,016
11
  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
  8,733,193
12
  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
  CERTAIN SHARES (See Instructions)                         
                                                                                                                                                            [     ]
 
13
  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
  13.0%
14
  TYPE OF REPORTING PERSON (See Instructions)
 
  IN

 

Page 7 of 25 Pages
 
 
 
 

13D
  CUSIP No. 444097109
  

1
  NAMES OF REPORTING PERSONS
 
  David T. Kim
2
  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            
                                                                                                                                                      (a) [     ]
                                                                                                                                                      (b) [ X ]**
**  The reporting persons making this filing hold an aggregate of 8,733,193 Shares, which is 13.0% of the class of securities.  The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by him on this cover page.
3
  SEC USE ONLY
 
4
  SOURCE OF FUNDS (See Instructions)
 
  N/A
5
  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
  TO ITEMS 2(d) OR 2(e)
                                                                                                                                                            [     ]
 
6
  CITIZENSHIP OR PLACE OF ORGANIZATION
 
  United States
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING  PERSON WITH
7
  SOLE VOTING POWER
 
  -0-
8
  SHARED VOTING POWER
 
  8,722,016
9
  SOLE DISPOSITIVE POWER
 
  -0-
10
  SHARED DISPOSITIVE POWER
 
  8,722,016
11
  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
  8,733,193
12
  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
  CERTAIN SHARES (See Instructions)                         
                                                                                                                                                            [     ]
 
13
  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
  13.0%
14
  TYPE OF REPORTING PERSON (See Instructions)
 
  IN

 
Page 8 of 25 Pages
 
 
 
 

 
13D
  CUSIP No. 444097109
  

1
  NAMES OF REPORTING PERSONS
 
  Monica R. Landry
2
  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            
                                                                                                                                                      (a) [     ]
                                                                                                                                                      (b) [ X ]**
**  The reporting persons making this filing hold an aggregate of 8,733,193 Shares, which is 13.0% of the class of securities.  The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by her on this cover page.
3
  SEC USE ONLY
 
4
  SOURCE OF FUNDS (See Instructions)
 
  N/A
5
  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
  TO ITEMS 2(d) OR 2(e)
                                                                                                                                                            [     ]
 
6
  CITIZENSHIP OR PLACE OF ORGANIZATION
 
  United States
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING  PERSON WITH
7
  SOLE VOTING POWER
 
  -0-
8
  SHARED VOTING POWER
 
  8,722,016
9
  SOLE DISPOSITIVE POWER
 
  -0-
10
  SHARED DISPOSITIVE POWER
 
  8,722,016
11
  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
  8,733,193
12
  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
  CERTAIN SHARES (See Instructions)                         
                                                                                                                                                            [     ]
 
13
  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
  13.0%
14
  TYPE OF REPORTING PERSON (See Instructions)
 
  IN

 

 
Page 9 of 25 Pages
 
 
 
 
13D
  CUSIP No. 444097109
  

1
  NAMES OF REPORTING PERSONS
 
  Michael G. Linn
2
  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            
                                                                                                                                                      (a) [     ]
                                                                                                                                                      (b) [ X ]**
**  The reporting persons making this filing hold an aggregate of 8,733,193 Shares, which is 13.0% of the class of securities.  The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by him on this cover page.
3
  SEC USE ONLY
 
4
  SOURCE OF FUNDS (See Instructions)
 
  N/A
5
  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
  TO ITEMS 2(d) OR 2(e)
                                                                                                                                                            [     ]
 
6
  CITIZENSHIP OR PLACE OF ORGANIZATION
 
  United States
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING  PERSON WITH
7
  SOLE VOTING POWER
 
  -0-
8
  SHARED VOTING POWER
 
  8,722,016
9
  SOLE DISPOSITIVE POWER
 
  -0-
10
  SHARED DISPOSITIVE POWER
 
  8,722,016
11
  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
  8,733,193
12
  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
  CERTAIN SHARES (See Instructions)                         
                                                                                                                                                            [     ]
 
13
  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
  13.0%
14
  TYPE OF REPORTING PERSON (See Instructions)
 
  IN

 
Page 10 of 25 Pages
 
 
 
 
13D
  CUSIP No. 444097109
  

1
  NAMES OF REPORTING PERSONS
 
  Rajiv A. Patel
2
  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            
                                                                                                                                                      (a) [     ]
                                                                                                                                                      (b) [ X ]**
**  The reporting persons making this filing hold an aggregate of 8,733,193 Shares, which is 13.0% of the class of securities.  The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by him on this cover page.
3
  SEC USE ONLY
 
4
  SOURCE OF FUNDS (See Instructions)
 
  N/A
5
  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
  TO ITEMS 2(d) OR 2(e)
                                                                                                                                                            [     ]
 
6
  CITIZENSHIP OR PLACE OF ORGANIZATION
 
  United States
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING  PERSON WITH
7
  SOLE VOTING POWER
 
  -0-
8
  SHARED VOTING POWER
 
  8,722,016
9
  SOLE DISPOSITIVE POWER
 
  -0-
10
  SHARED DISPOSITIVE POWER
 
  8,722,016
11
  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
  8,733,193
12
  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
  CERTAIN SHARES (See Instructions)                         
                                                                                                                                                            [     ]
 
13
  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
  13.0%
14
  TYPE OF REPORTING PERSON (See Instructions)
 
  IN

 
Page 11 of 25 Pages
 
 
 
 
13D
CUSIP No.444097109
  

1
  NAMES OF REPORTING PERSONS
 
  Thomas G. Roberts, Jr.
2
  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            
                                                                                                                                                      (a) [     ]
                                                                                                                                                      (b) [ X ]**
**  The reporting persons making this filing hold an aggregate of 8,733,193 Shares, which is 13.0% of the class of securities.  The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by him on this cover page.
3
  SEC USE ONLY
 
4
  SOURCE OF FUNDS (See Instructions)
 
  N/A
5
  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
  TO ITEMS 2(d) OR 2(e)
                                                                                                                                                            [     ]
 
6
  CITIZENSHIP OR PLACE OF ORGANIZATION
 
  United States
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING  PERSON WITH
7
  SOLE VOTING POWER
 
  -0-
8
  SHARED VOTING POWER
 
  8,722,016
9
  SOLE DISPOSITIVE POWER
 
  -0-
10
  SHARED DISPOSITIVE POWER
 
  8,722,016
11
  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
  8,733,193
12
  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
  CERTAIN SHARES (See Instructions)                         
                                                                                                                                                            [     ]
 
13
  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
  13.0%
14
  TYPE OF REPORTING PERSON (See Instructions)
 
  IN


Page 12 of 25 Pages
 
 
 
 

 
13D
  CUSIP No. 444097109
  

1
  NAMES OF REPORTING PERSONS
 
  Andrew J. M. Spokes
2
  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            
                                                                                                                                                      (a) [     ]
                                                                                                                                                      (b) [ X ]**
**  The reporting persons making this filing hold an aggregate of 8,733,193 Shares, which is 13.0% of the class of securities.  The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by him on this cover page.
3
  SEC USE ONLY
 
4
  SOURCE OF FUNDS (See Instructions)
 
  N/A
5
  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
  TO ITEMS 2(d) OR 2(e)
                                                                                                                                                            [     ]
 
6
  CITIZENSHIP OR PLACE OF ORGANIZATION
 
  United Kingdom
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING  PERSON WITH
7
  SOLE VOTING POWER
 
  -0-
8
  SHARED VOTING POWER
 
  8,722,016
9
  SOLE DISPOSITIVE POWER
 
  -0-
10
  SHARED DISPOSITIVE POWER
 
  8,722,016
11
  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
  8,733,193
12
  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
  CERTAIN SHARES (See Instructions)                         
                                                                                                                                                            [     ]
 
13
  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
  13.0%
14
  TYPE OF REPORTING PERSON (See Instructions)
 
  IN
 
 
Page 13 of 25 Pages
 
 
 
 

13D
  CUSIP No. 444097109
  

1
  NAMES OF REPORTING PERSONS
 
  John R. Warren
2
  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            
                                                                                                                                                      (a) [     ]
                                                                                                                                                      (b) [ X ]**
**  The reporting persons making this filing hold an aggregate of 8,733,193 Shares, which is 13.0% of the class of securities.  The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by him on this cover page.
3
  SEC USE ONLY
 
4
  SOURCE OF FUNDS (See Instructions)
 
  N/A
5
  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
  TO ITEMS 2(d) OR 2(e)
                                                                                                                                                            [     ]
 
6
  CITIZENSHIP OR PLACE OF ORGANIZATION
 
  United States
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING  PERSON WITH
7
  SOLE VOTING POWER
 
  -0-
8
  SHARED VOTING POWER
 
  8,722,016
9
  SOLE DISPOSITIVE POWER
 
  -0-
10
  SHARED DISPOSITIVE POWER
 
  8,722,016
11
  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
  8,733,193
12
  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
  CERTAIN SHARES (See Instructions)                         
                                                                                                                                                            [     ]
 
13
  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
  13.0%
14
  TYPE OF REPORTING PERSON (See Instructions)
 
  IN
 
 
Page 14 of 25 Pages
 
 
 
 
13D
  CUSIP No. 444097109
  

1
  NAMES OF REPORTING PERSONS
 
  Mark C. Wehrly
2
  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            
                                                                                                                                                      (a) [     ]
                                                                                                                                                      (b) [ X ]**
**  The reporting persons making this filing hold an aggregate of 8,733,193 Shares, which is 13.0% of the class of securities.  The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by him on this cover page.
3
  SEC USE ONLY
 
4
  SOURCE OF FUNDS (See Instructions)
 
  N/A
5
  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
  TO ITEMS 2(d) OR 2(e)
                                                                                                                                                            [     ]
 
6
  CITIZENSHIP OR PLACE OF ORGANIZATION
 
  United States
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING  PERSON WITH
7
  SOLE VOTING POWER
 
  -0-
8
  SHARED VOTING POWER
 
  8,722,016
9
  SOLE DISPOSITIVE POWER
 
  -0-
10
  SHARED DISPOSITIVE POWER
 
  8,722,016
11
  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
  8,733,193
12
  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
  CERTAIN SHARES (See Instructions)                         
                                                                                                                                                            [     ]
 
13
  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
  13.0%
14
  TYPE OF REPORTING PERSON (See Instructions)
 
  IN

 
Page 15 of 25 Pages
 
 
 
 
This Amendment No. 5 to Schedule 13D amends the Schedule 13D initially filed on July 8, 2010 (together with all prior and current amendments thereto, this “Schedule 13D”).

Preliminary Note: This Schedule 13D reports a reduction in the Reporting Persons’ percentage beneficial ownership of the outstanding Shares as a result of the Farallon Funds’ sale of an aggregate of 3,511,845 Shares in a registered public offering completed on March 25, 2014 (the “Secondary Offering”), as reported by the Company in its Prospectus Supplement (to Prospectus dated September 16, 2011) filed with the Securities and Exchange Commission (the “SEC”) pursuant to Rule 424(b)(5) on March 21, 2014 (the “Prospectus Supplement”). In the Secondary Offering, FCP sold 1,080,219 Shares, FCIP sold 2,186,663 Shares, and FCIP III sold 244,963 Shares. Capitalized terms used in this Preliminary Note have the meanings set forth below.

Item 1.    Security and Issuer
 
Item 1 is amended and restated in its entirety as follows:
 
This statement relates to shares of Common Stock, par value $0.01 per share (the “Shares”), of Hudson Pacific Properties, Inc. (the “Company”).  The Company’s principal offices are located at 11601 Wilshire Boulevard, Suite 1600, Los Angeles, CA 90025.

Item 2.    Identity and Background

Item 2 is amended and restated in its entirety as follows:
 
(a)           This statement is filed by the entities and persons listed below, all of whom together are referred to herein as the “Reporting Persons.”

The Farallon Funds
 
(i)  
Farallon Capital Partners, L.P., a California limited partnership (“FCP”), with respect to the Shares held by it;

(ii)  
Farallon Capital Institutional Partners, L.P., a California limited partnership (“FCIP”), with respect to the Shares held by it;

(iii)  
Farallon Capital Institutional Partners III, L.P., a Delaware limited partnership (“FCIP III”), with respect to the Shares held by it.

FCP, FCIP and FCIP III are together referred to herein as the “Farallon Funds.”

 
The Farallon General Partner

(iv)  
Farallon Partners, L.L.C., a Delaware limited liability company (the “Farallon General Partner”), which is the general partner of each of the Farallon Funds, with respect to the Shares held by each of the Farallon Funds.
 
 
 
 
Page 16 of 25 Pages
 
 
 
 
The Farallon Individual Reporting Persons
 
(v)  
The following persons, each of whom is a managing member of the Farallon General Partner, with respect to the Shares held by the Farallon  Funds:  Daniel J. Hirsch (“Hirsch”), David T. Kim (“Kim”), Monica R. Landry (“Landry”), Michael G. Linn (“Linn”), Rajiv A. Patel (“Patel”), Thomas G. Roberts, Jr. (“Roberts”), Andrew J. M. Spokes (“Spokes”), John R. Warren (“Warren”) and Mark C. Wehrly (“Wehrly”); and

(vi)  
Richard B. Fried (“Fried”), who is a managing member of the Farallon General Partner, with respect to the Shares held by the Farallon Funds and with respect to 11,177 restricted Shares held by Fried for service as a member of the Company’s board of directors.

Fried, Hirsch, Kim, Landry, Linn, Patel, Roberts, Spokes, Warren and Wehrly are together referred to herein as the “Farallon Individual Reporting Persons.”

(b)           The address of the principal business office of (i) the Farallon Funds and the Farallon General Partner is One Maritime Plaza, Suite 2100, San Francisco, California 94111 and (ii) each of the Farallon Individual Reporting Persons is set forth in Annex 1 hereto.
 
(c)           The principal business of each of the Farallon Funds is that of a private investment fund engaging in the purchase and sale of investments for its own account.  The principal business of the Farallon General Partner is to act as the general partner of the Farallon Funds. The principal business of each of the Farallon Individual Reporting Persons is set forth in Annex 1 hereto.
 
(d)           None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
 
(e)           None of the Reporting Persons has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
 
(f)           The citizenship of each of the Farallon Funds and the Farallon General Partner is set forth above.  Each of the Farallon Individual Reporting Persons, other than Spokes, is a citizen of the United States.  Spokes is a citizen of the United Kingdom.
 
The other information required by Item 2 relating to the identity and background of the Reporting Persons is set forth in Annex 1 hereto.
 
Item 4.    Purpose of Transaction
 
 
 
 
Page 17 of 25 Pages
 
 
 
 
Item 4 is supplemented to report the following:
 
The purpose of the acquisition of the Shares is for investment. One of the Farallon Individual Reporting Persons, Fried, is a member of the Company’s board of directors.
 
Although no Reporting Person has any specific plan or proposal to acquire, transfer or dispose of Shares, consistent with their investment purpose, each Reporting Person at any time and from time to time may acquire additional Shares or other securities of the Company or, subject to the terms of the Underwriting Agreement (as defined and described in Item 6 below), transfer or dispose of any or all of its Shares depending upon an ongoing evaluation of the investment in the Shares, prevailing market conditions, other investment opportunities, liquidity requirements of the Reporting Persons and/or other investment considerations.  None of the Reporting Persons has made a determination regarding a maximum or minimum number of Shares or other securities of the Company which it may hold at any point in time.
 
Also, consistent with their investment intent, certain Reporting Persons may engage in communications with, without limitation, one or more shareholders of the Company, one or more officers of the Company and/or one or more members of the board of directors of the Company regarding the Company, including but not limited to its operations. During the course of such communications, the Reporting Persons may advocate or oppose one or more courses of action.
 
Except to the extent the foregoing may be deemed a plan or proposal, none of the Reporting Persons has any plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) through (j), inclusive, of the instructions to Item 4 of Schedule 13D.  The Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto.
 
Item 5.    Interest in Securities of the Issuer

Item 5 is amended and restated in its entirety as follows:

The Farallon Funds

 
(a),(b)
The information set forth in Rows 7 through 13 of the cover page hereto for each Farallon Fund is incorporated herein by reference for each such Farallon Fund.  The percentage amount set forth in Row 13 for all cover pages filed herewith is calculated based upon the 67,027,472 Shares outstanding as of March 19, 2014, as reported by the Company in the Prospectus Supplement.

 
(c)
The dates, number of Shares involved and the price per Share (including commissions) for all transactions in the Shares by the Farallon Funds in the past 60 days are set forth on Schedules A-C hereto and are incorporated herein by reference.  All of such transactions were sales in the Secondary Offering to the Underwriters (as defined in Item 6 below).
 
 
 
 
 

Page 18 of 25 Pages
 
 
 
 
 
(d)
The Farallon General Partner has the power to direct the receipt of dividends relating to, or the disposition of the proceeds of the sale of, all of the Shares held by the Farallon Funds as reported herein. The Farallon Individual Reporting Persons are managing members of the Farallon General Partner.

 
(e)
Not applicable.


The Farallon General Partner

 
(a),(b)
The information set forth in Rows 7 through 13 of the cover page hereto for the Farallon General Partner is incorporated herein by reference.

 
(c)
None.

 
(d)
The Farallon General Partner has the power to direct the receipt of dividends relating to, or the disposition of the proceeds of the sale of, all  of the Shares held by the Farallon Funds as reported herein.  The Farallon Individual Reporting Persons are managing members of the Farallon General Partner.

 
(e)
Not applicable.

The Farallon Individual Reporting Persons

 
(a),(b)
The information set forth in Rows 7 through 13 of the cover page hereto for each Farallon Individual Reporting Person is incorporated herein by reference for each such Farallon Individual Reporting Person.

 
(c)
None.

 
(d)
The Farallon General Partner has the power to direct the receipt of dividends relating to, or the disposition of the proceeds of the sale of, all of the Shares held by the Farallon Funds as reported herein.  The Farallon Individual Reporting Persons are managing members of the Farallon General Partner.

 
(e)
Not applicable.

The Shares reported hereby for the Farallon Funds are owned directly by the Farallon Funds. The Farallon General Partner, as general partner of the Farallon Funds, may be deemed to be a beneficial owner of all such Shares owned by the Farallon Funds.  The Farallon Individual Reporting Persons, as managing members of the Farallon General Partner with the power to exercise investment discretion, may each be deemed to be a beneficial owner of all such Shares owned by the Farallon Funds.  Each of the Farallon General Partner and the Farallon
 
 
Page 19 of 25 Pages
 
 
 
 
 
 Individual Reporting Persons hereby disclaims any beneficial ownership of any such Shares.
Item 6.
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

 
Item 6 is supplemented to report the following:

 
Underwriting Agreement for Secondary Offering

In connection with the Secondary Offering, each of the Farallon Funds entered into an Underwriting Agreement, dated March 19, 2014 (the “Underwriting Agreement”), with Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Securities, LLC (together, the “Underwriter Representatives”), as representatives of the underwriters named therein (the “Underwriters”), the Company and Hudson Pacific Properties, L.P. providing for the sale by the Farallon Funds to the Underwriters of an aggregate of 3,511,845 Shares. The Underwriting Agreement contains customary terms and conditions, including certain representations by each Farallon Fund and certain indemnification and contribution agreements among the parties.

The Underwriting Agreement provides that the Farallon Funds, subject to certain exceptions, will not sell or otherwise transfer or encumber, or enter into any transaction that transfers, any Shares or securities convertible into or exchangeable for Shares, currently owned or thereafter acquired by them, for a period of 30 days from March 19, 2014, without the prior consent of the Underwriter Representatives.

The foregoing summary of the Underwriting Agreement is qualified in its entirety by the full terms and conditions of the Underwriting Agreement. The Underwriting Agreement was filed as Exhibit 1.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 25, 2014, and is hereby incorporated herein by reference.

Except as described above, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons, or between such persons and any other person with respect to any securities of the Company, including but not limited to the transfer or voting of any such securities of the Company, finder’s fees, joint ventures, loan or option arrangement, puts or calls, guarantees of profits, divisions of profits or less, or the giving or withholding of proxies.




Page 20 of 25 Pages
 
 
 
 

SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated:  March 27, 2014

/s/ Monica R. Landry                                                       
FARALLON PARTNERS, L.L.C.,
On its own behalf and
As the General Partner of
FARALLON CAPITAL PARTNERS, L.P.,
FARALLON CAPITAL INSTITUTIONAL PARTNERS, L.P. and
FARALLON CAPITAL INSTITUTIONAL PARTNERS III, L.P.,
By Monica R. Landry, Managing Member




/s/ Monica R. Landry                                                       
Monica R. Landry, individually and as attorney-in-fact for each of Richard B. Fried, Daniel J. Hirsch, David T. Kim, Michael G. Linn, Rajiv A. Patel, Thomas G. Roberts, Jr., Andrew J. M. Spokes, John R. Warren and Mark C. Wehrly



The Power of Attorney executed by each of Fried, Hirsch, Linn, Patel, Roberts, Spokes, Warren and Wehrly authorizing Landry to sign and file this Schedule 13D on his or her behalf, which was filed with the Schedule 13G filed with the Securities and Exchange Commission on February 14, 2013 by such Reporting Persons with respect to the Common Stock of Sycamore Networks, Inc., is hereby incorporated by reference. The Power of Attorney executed by Kim authorizing Landry to sign and file this Schedule 13D on his behalf, which was filed with the Schedule 13G filed with the Securities and Exchange Commission on January 13, 2014 by such Reporting Persons with respect to the Common Stock of Sycamore Networks, Inc., is hereby incorporated by reference.






Page 21 of 25 Pages

 
 
 
 





ANNEX 1

Set forth below with respect to the Farallon General Partner is the following information:  (a) name; (b) address; (c) principal business; (d) state of organization; and (e) controlling persons.  Set forth below with respect to each managing member of the Farallon General Partner is the following information:  (a) name; (b) business address; (c) principal occupation; and (d) citizenship.

1.  
The Farallon General Partner

 
(a)
Farallon Partners, L.L.C.
 
(b)
c/o Farallon Capital Management, L.L.C.
One Maritime Plaza, Suite 2100
San Francisco, California  94111
 
(c)
Serves as general partner of investment partnerships
 
(d)
Delaware limited liability company
 
(e)
Managing Members:  Andrew J. M. Spokes, Senior Managing Member; Robert J. Ceremsak, Jr., Richard B. Fried, Daniel J. Hirsch, David T. Kim, Monica R. Landry, Michael G. Linn, Rajiv A. Patel, Thomas G. Roberts, Jr., Gregory S. Swart, John R. Warren and Mark C. Wehrly, Managing Members.

2.  
Managing Members of the Farallon General Partner

 
(a)
Robert J. Ceremsak, Jr., Richard B. Fried, Daniel J. Hirsch, David T. Kim, Monica R. Landry, Michael G. Linn, Rajiv A. Patel, Thomas G. Roberts, Jr., Andrew J.M. Spokes, Gregory S. Swart, John R. Warren and Mark C. Wehrly.
 
(b)
c/o Farallon Capital Management, L.L.C.
One Maritime Plaza, Suite 2100
San Francisco, California  94111
 
(c)
The principal occupation of Andrew J.M. Spokes is serving as Senior Managing Member of the Farallon General Partner.  The principal occupation of each other Managing Member of the Farallon General Partner is serving as a Managing Member of the Farallon General Partner.
 
(d)
Each of the Managing Members of the Farallon General Partner, other than Andrew J.M. Spokes and Gregory S. Swart, is a citizen of the United States.  Andrew J.M. Spokes is a citizen of the United Kingdom.  Gregory S. Swart is a citizen of New Zealand.

None of the Managing Members of the Farallon General Partner has any additional information to disclose with respect to Items 2-6 of the Schedule 13D that is not already disclosed in the Schedule 13D.

 

Page 22 of 25 Pages
 
 
 
 
 
 
SCHEDULE A


FARALLON CAPITAL PARTNERS, L.P.

 
TRADE DATE
 
NO. OF SHARES SOLD (S)
 
PRICE PER SHARE ($)
 
 
March 25, 2014
1,080,219 (S)
$22.14


 
 
 
 
 
 
 
 
 
 
 
 


Page 23 of 25 Pages
 
 
 
 
 
SCHEDULE B


FARALLON CAPITAL INSTITUTIONAL PARTNERS, L.P.


 
TRADE DATE
 
NO. OF SHARES SOLD (S)
 
PRICE PER SHARE ($)
 
 
March 25, 2014
2,186,663 (S)
$22.14

 
 
 
 
 
 
 
 

 
 
Page 24 of 25 Pages
 
 
 
 


SCHEDULE C


FARALLON CAPITAL INSTITUTIONAL PARTNERS III, L.P.

 
TRADE DATE
 
NO. OF SHARES SOLD (S)
 
PRICE PER SHARE ($)
 
 
March 25, 2014
244,963 (S)
$22.14


 
 
 
 
 
 
 
 
 
 
 
 
 


Page 25 of 25 Pages