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Form 4 HCP, INC. For: Apr 28 Filed by: GARVEY CHRISTINE

April 29, 2016 6:38 PM EDT
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
GARVEY CHRISTINE

(Last) (First) (Middle)
1920 MAIN STREET
SUITE 1200

(Street)
IRVINE CA 92614

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
HCP, INC. [ HCP ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
04/28/2016
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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
Common Stock 04/28/2016   A   3,000 (1) A $ 0 (2) 8,750 (3) D  
Common Stock               12,449 (3) I Trust
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 (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 Securities Underlying Derivative Security (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: 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
Explanation of Responses:
1. Restricted stock units vest in full on the first anniversary of the April 28, 2016 grant date.
2. Each restricted stock unit represents the right to receive one share of common stock subject to the specified vesting schedule.
3. The reporting person previously reported 18,199 shares held directly. Of those shares, 12,449 shares are held indirectly in a trust account.
Scott A. Graziano, VP, Legal (Attorney-In-Fact) 04/29/2016
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.
POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS that the
undersigned hereby constitutes, designates and
appoints Troy E. McHenry and Scott A. Graziano as such
person's true and lawful attorneys-in-fact and agents,
each with full power of substitution and
resubstitution and full power to act alone and without
the other, for the undersigned and in the
undersigned's name, place and stead, in any and all
capacities, to:

(a)        prepare, execute in the undersigned's name
and on the undersigned's behalf, and submit to the U.S.
Securities and Exchange Commission (the "SEC") a Form
ID (or any successor form), including amendments
thereto, and any other documents necessary or
appropriate to obtain codes and passwords enabling the
undersigned to make electronic filings with the SEC of
reports required by Section 16(a) or any rule or
regulation of the SEC promulgated thereunder;

(b)        execute for and on behalf of the
undersigned, in the undersigned's capacity as a
director of HCP, Inc. (the "Company"), Forms 3, 4, and
5 in accordance with Section 16(a) of the Securities
Exchange Act of 1934 and the rules thereunder (or any
successor forms);

(c)        do and perform any and all acts for and on
behalf of the undersigned which may be necessary or
desirable to complete and execute any such Form 3, 4,
or 5, complete and execute any amendment or amendments
thereto, and timely file such form with the SEC and
any stock exchange or similar authority; and

(d)        take any other action of any type
whatsoever in connection with the foregoing which, in
the opinion of such attorney-in-fact, may be of
benefit to, in the best interest of, or legally
required by, the undersigned, it being understood that
the documents executed by such attorney-in-fact on
behalf of the undersigned pursuant to this Power of
Attorney shall be in such form and shall contain such
terms and conditions as such attorney-in-fact may
approve in such attorney-in-fact's discretion.

        The undersigned hereby grants to each such
attorney-in-fact full power and authority to do and
perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the
exercise of any of the rights and powers herein
granted, as fully to all intents and purposes as the
undersigned might or could do if personally present,
with full power of substitution or revocation, hereby
ratifying and confirming all that such attorney-in-
fact, or such attorney-in-fact's substitute or
substitutes, shall lawfully do or cause to be done by
virtue of this power of attorney and the rights and
powers herein granted. The undersigned acknowledges
that the foregoing attorneys-in-fact, in serving in
such capacity at the request of the undersigned, are
not assuming, nor is the Company assuming any of the
undersigned's responsibilities to comply with Section
16 of the Securities Exchange Act of 1934.

        This Power of Attorney shall remain in full
force and effect until the undersigned is no longer
required to file Forms 3, 4, and 5 with respect to the
undersigned's holdings of and transactions in
securities issued by the Company, unless earlier
revoked by the undersigned in a signed writing
delivered to the foregoing attorneys-in-fact.

        IN WITNESS WHEREOF, the undersigned has
executed this instrument as of the 28 day of January,
2016.


/s/ Christine N. Garvey
Name: Christine N. Garvey



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