Form SC 13D/A Hudson Pacific Propertie Filed by: Blackstone Holdings III L.P.

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May 16, 2016 5:47 PM EDT

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934*

(Amendment No. 2)

Hudson Pacific Properties, Inc.

(Name of Issuer)

Common Stock, par value $.01 per share

(Title of Class of Securities)

444097109

(CUSIP Number)

Frank Cohen

The Blackstone Group LP

345 Park Avenue

New York, New York 10154

Tel: (212) 583-5000

with a copies to:

Brian M. Stadler, Esq.

Edgar J. Lewandowski, Esq.

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, New York 10017

Tel: (212) 455-2000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

May 10, 2016

(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 §§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 Rule 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).

SCHEDULE 13D


CUSIP No. 444097109


1	NAMES OF REPORTING PERSONS HPP BREP V Holdco A LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDING 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 7,339,856*
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 7,339,856*
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,339,856*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.0%*
14	TYPE OF REPORTING PERSON (See Instructions) OO

*	Without regard to the Ownership Limitation (as defined in the Original Schedule 13D).

SCHEDULE 13D


CUSIP No. 444097109


1	NAMES OF REPORTING PERSONS HPP BREP V Holdco B LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDING 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 4,522,411*
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 4,522,411*
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,522,411*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.3%*
14	TYPE OF REPORTING PERSON (See Instructions) OO

*	Without regard to the Ownership Limitation (as defined in the Original Schedule 13D).

SCHEDULE 13D


CUSIP No. 444097109


1	NAMES OF REPORTING PERSONS HPP BREP V.TE.1 Holdco A LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDING 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 2,568,827*
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 2,568,827*
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,568,827*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.5%*
14	TYPE OF REPORTING PERSON (See Instructions) OO

*	Without regard to the Ownership Limitation (as defined in the Original Schedule 13D).

SCHEDULE 13D


CUSIP No. 444097109


1	NAMES OF REPORTING PERSONS HPP BREP V.TE.1 Holdco B LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDING 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 1,582,767*
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 1,582,767*
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,582,767*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.6%*
14	TYPE OF REPORTING PERSON (See Instructions) OO

*	Without regard to the Ownership Limitation (as defined in the Original Schedule 13D).

SCHEDULE 13D


CUSIP No. 444097109


1	NAMES OF REPORTING PERSONS HPP BREP V.TE.2 Holdco A LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDING 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 6,599,768*
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 6,599,768*
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,599,768*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.3%*
14	TYPE OF REPORTING PERSON (See Instructions) OO

*	Without regard to the Ownership Limitation (as defined in the Original Schedule 13D).

SCHEDULE 13D


CUSIP No. 444097109


1	NAMES OF REPORTING PERSONS HPP BREP V.TE.2 Holdco B LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDING 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 4,066,412*
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 4,066,412*
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,066,412*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.9%*
14	TYPE OF REPORTING PERSON (See Instructions) OO

*	Without regard to the Ownership Limitation (as defined in the Original Schedule 13D).

SCHEDULE 13D


CUSIP No. 444097109


1	NAMES OF REPORTING PERSONS HPP BREP V.F Holdco A LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDING 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 1,804,603*
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 1,804,603*
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,804,603*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.8%*
14	TYPE OF REPORTING PERSON (See Instructions) OO

*	Without regard to the Ownership Limitation (as defined in the Original Schedule 13D).

SCHEDULE 13D


CUSIP No. 444097109


1	NAMES OF REPORTING PERSONS HPP BREP V.F Holdco B LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDING 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 1,111,896*
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 1,111,896*
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,111,896*
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) OO

*	Without regard to the Ownership Limitation (as defined in the Original Schedule 13D).

SCHEDULE 13D


CUSIP No. 444097109


1	NAMES OF REPORTING PERSONS HPP BRE Holdings V Holdco A LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDING 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 739,720*
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 739,720*
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 739,720*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.7%*
14	TYPE OF REPORTING PERSON (See Instructions) OO

*	Without regard to the Ownership Limitation (as defined in the Original Schedule 13D).

SCHEDULE 13D


CUSIP No. 444097109


1	NAMES OF REPORTING PERSONS HPP BRE Holdings V Holdco B LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDING 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 455,204*
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 455,204*
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 455,204*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.5%*
14	TYPE OF REPORTING PERSON (See Instructions) OO

*	Without regard to the Ownership Limitation (as defined in the Original Schedule 13D).

SCHEDULE 13D


CUSIP No. 444097109


1	NAMES OF REPORTING PERSONS HPP BREP VI Holdco A LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDING 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 5,117,690*
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 5,117,690*
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,117,690*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.9%*
14	TYPE OF REPORTING PERSON (See Instructions) OO

*	Without regard to the Ownership Limitation (as defined in the Original Schedule 13D).

SCHEDULE 13D


CUSIP No. 444097109


1	NAMES OF REPORTING PERSONS HPP BREP VI Holdco B LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDING 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 3,160,266*
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 3,160,266*
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,160,266*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.1%*
14	TYPE OF REPORTING PERSON (See Instructions) OO

*	Without regard to the Ownership Limitation (as defined in the Original Schedule 13D).

SCHEDULE 13D


CUSIP No. 444097109


1	NAMES OF REPORTING PERSONS HPP BREP VI.TE.1 Holdco A LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDING 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 1,490,425*
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 1,490,425*
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,490,425*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.5%*
14	TYPE OF REPORTING PERSON (See Instructions) OO

*	Without regard to the Ownership Limitation (as defined in the Original Schedule 13D).

SCHEDULE 13D


CUSIP No. 444097109


1	NAMES OF REPORTING PERSONS HPP BREP VI.TE.1 Holdco B LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDING 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 920,365*
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 920,365*
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 920,365*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.9%*
14	TYPE OF REPORTING PERSON (See Instructions) OO

*	Without regard to the Ownership Limitation (as defined in the Original Schedule 13D).

SCHEDULE 13D


CUSIP No. 444097109


1	NAMES OF REPORTING PERSONS HPP BREP VI.TE.2 Holdco A LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDING 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 3,124,730*
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 3,124,730*
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,124,730*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.1%*
14	TYPE OF REPORTING PERSON (See Instructions) OO

*	Without regard to the Ownership Limitation (as defined in the Original Schedule 13D).

SCHEDULE 13D


CUSIP No. 444097109


1	NAMES OF REPORTING PERSONS HPP BREP VI.TE.2 Holdco B LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDING 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 1,929,577*
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 1,929,577*
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,929,577*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.9%*
14	TYPE OF REPORTING PERSON (See Instructions) OO

*	Without regard to the Ownership Limitation (as defined in the Original Schedule 13D).

SCHEDULE 13D


CUSIP No. 444097109


1	NAMES OF REPORTING PERSONS HPP BREP VI AV Holdco A LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDING 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 2,536,416*
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 2,536,416*
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,536,416*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.5%*
14	TYPE OF REPORTING PERSON (See Instructions) OO

*	Without regard to the Ownership Limitation (as defined in the Original Schedule 13D).

SCHEDULE 13D


CUSIP No. 444097109


1	NAMES OF REPORTING PERSONS HPP BREP VI AV Holdco B LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDING 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 1,566,283*
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 1,566,283*
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,566,283*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.5%*
14	TYPE OF REPORTING PERSON (See Instructions) OO

*	Without regard to the Ownership Limitation (as defined in the Original Schedule 13D).

SCHEDULE 13D


CUSIP No. 444097109


1	NAMES OF REPORTING PERSONS HPP BREP (AIV) VI Holdco A LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDING 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 15,791*
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 15,791*
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 15,791*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 0.1%*
14	TYPE OF REPORTING PERSON (See Instructions) OO

*	Without regard to the Ownership Limitation (as defined in the Original Schedule 13D).

SCHEDULE 13D


CUSIP No. 444097109


1	NAMES OF REPORTING PERSONS HPP BREP (AIV) VI Holdco B LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDING 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 9,751*
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 9,751*
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,751*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 0.1%*
14	TYPE OF REPORTING PERSON (See Instructions) OO

*	Without regard to the Ownership Limitation (as defined in the Original Schedule 13D).

SCHEDULE 13D


CUSIP No. 444097109


1	NAMES OF REPORTING PERSONS HPP BRE Holdings VI Holdco A LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDING 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 90,383*
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 90,383*
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 90,383*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.1%*
14	TYPE OF REPORTING PERSON (See Instructions) OO

*	Without regard to the Ownership Limitation (as defined in the Original Schedule 13D).

SCHEDULE 13D


CUSIP No. 444097109


1	NAMES OF REPORTING PERSONS HPP BRE Holdings VI Holdco B LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDING 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 55,813*
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 55,813*
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 55,813*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.1%*
14	TYPE OF REPORTING PERSON (See Instructions) OO

*	Without regard to the Ownership Limitation (as defined in the Original Schedule 13D).

SCHEDULE 13D


CUSIP No. 444097109


1	NAMES OF REPORTING PERSONS HPP BFREP VI SMD Holdco A LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDING 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 309,182*
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 309,182*
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 309,182*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.3%*
14	TYPE OF REPORTING PERSON (See Instructions) OO

*	Without regard to the Ownership Limitation (as defined in the Original Schedule 13D).

SCHEDULE 13D


CUSIP No. 444097109


1	NAMES OF REPORTING PERSONS HPP BFREP VI SMD Holdco B LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDING 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 190,927*
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 190,927*
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 190,927*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.2%*
14	TYPE OF REPORTING PERSON (See Instructions) OO

*	Without regard to the Ownership Limitation (as defined in the Original Schedule 13D).

SCHEDULE 13D


CUSIP No. 444097109


1	NAMES OF REPORTING PERSONS Blackstone Real Estate Partners V L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDING 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 11,862,267*
		8	SHARED VOTING POWER 2,165,728*
		9	SOLE DISPOSITIVE POWER 11,862,267*
		10	SHARED DISPOSITIVE POWER 2,165,728*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,027,995*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.3%*
14	TYPE OF REPORTING PERSON (See Instructions) PN

*	Without regard to the Ownership Limitation (as defined in the Original Schedule 13D).

SCHEDULE 13D


CUSIP No. 444097109


1	NAMES OF REPORTING PERSONS Blackstone Real Estate Partners V.TE.1 L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDING 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 4,151,594*
		8	SHARED VOTING POWER 26,736*
		9	SOLE DISPOSITIVE POWER 4,151,594*
		10	SHARED DISPOSITIVE POWER 26,736*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,178,330*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.0%*
14	TYPE OF REPORTING PERSON (See Instructions) PN

*	Without regard to the Ownership Limitation (as defined in the Original Schedule 13D).

SCHEDULE 13D


CUSIP No. 444097109


1	NAMES OF REPORTING PERSONS Blackstone Real Estate Partners V.TE.2 L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDING 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 10,666,180*
		8	SHARED VOTING POWER 26,736*
		9	SOLE DISPOSITIVE POWER 10,666,180*
		10	SHARED DISPOSITIVE POWER 26,736*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,692,916*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.6%*
14	TYPE OF REPORTING PERSON (See Instructions) PN

*	Without regard to the Ownership Limitation (as defined in the Original Schedule 13D).

SCHEDULE 13D


CUSIP No. 444097109


1	NAMES OF REPORTING PERSONS Blackstone Real Estate Partners V.F L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDING 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 2,916,499*
		8	SHARED VOTING POWER 26,736*
		9	SOLE DISPOSITIVE POWER 2,916,499*
		10	SHARED DISPOSITIVE POWER 26,736*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,943,235*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.9%*
14	TYPE OF REPORTING PERSON (See Instructions) PN

*	Without regard to the Ownership Limitation (as defined in the Original Schedule 13D).

SCHEDULE 13D


CUSIP No. 444097109


1	NAMES OF REPORTING PERSONS Blackstone Real Estate Holdings V L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDING 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 1,194,924*
		8	SHARED VOTING POWER 26,736*
		9	SOLE DISPOSITIVE POWER 1,194,924*
		10	SHARED DISPOSITIVE POWER 26,736*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,221,660*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.2%*
14	TYPE OF REPORTING PERSON (See Instructions) PN

*	Without regard to the Ownership Limitation (as defined in the Original Schedule 13D).

SCHEDULE 13D


CUSIP No. 444097109


1	NAMES OF REPORTING PERSONS Blackstone Real Estate Partners VI L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDING 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 8,277,956*
		8	SHARED VOTING POWER 2,138,992*
		9	SOLE DISPOSITIVE POWER 8,277,956*
		10	SHARED DISPOSITIVE POWER 2,138,992*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,416,948*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.5%*
14	TYPE OF REPORTING PERSON (See Instructions) PN

*	Without regard to the Ownership Limitation (as defined in the Original Schedule 13D).

SCHEDULE 13D


CUSIP No. 444097109


1	NAMES OF REPORTING PERSONS Blackstone Real Estate Partners VI.TE.1 L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDING 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 2,410,790*
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 2,410,790*
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,410,790*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.4%*
14	TYPE OF REPORTING PERSON (See Instructions) PN

*	Without regard to the Ownership Limitation (as defined in the Original Schedule 13D).

SCHEDULE 13D


CUSIP No. 444097109


1	NAMES OF REPORTING PERSONS Blackstone Real Estate Partners VI.TE.2 L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDING 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 5,054,307*
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 5,054,307*
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,054,307*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.8%*
14	TYPE OF REPORTING PERSON (See Instructions) PN

*	Without regard to the Ownership Limitation (as defined in the Original Schedule 13D).

SCHEDULE 13D


CUSIP No. 444097109


1	NAMES OF REPORTING PERSONS Blackstone Real Estate Partners VI (AV) L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDING 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 4,102,699*
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 4,102,699*
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,102,699*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.9%*
14	TYPE OF REPORTING PERSON (See Instructions) PN

*	Without regard to the Ownership Limitation (as defined in the Original Schedule 13D).

SCHEDULE 13D


CUSIP No. 444097109


1	NAMES OF REPORTING PERSONS Blackstone Real Estate Partners (AIV) VI L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDING 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 25,542*
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 25,542*
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 25,542*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 0.1%*
14	TYPE OF REPORTING PERSON (See Instructions) PN

*	Without regard to the Ownership Limitation (as defined in the Original Schedule 13D).

SCHEDULE 13D


CUSIP No. 444097109


1	NAMES OF REPORTING PERSONS Blackstone Real Estate Holdings VI L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDING 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 146,196*
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 146,196*
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 146,196*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.1%*
14	TYPE OF REPORTING PERSON (See Instructions) PN

*	Without regard to the Ownership Limitation (as defined in the Original Schedule 13D).

SCHEDULE 13D


CUSIP No. 444097109


1	NAMES OF REPORTING PERSONS Blackstone Family Real Estate Partnership VI – SMD L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDING 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 500,109*
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 500,109*
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 500,109*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.5%*
14	TYPE OF REPORTING PERSON (See Instructions) PN

*	Without regard to the Ownership Limitation (as defined in the Original Schedule 13D).

SCHEDULE 13D


CUSIP No. 444097109


1	NAMES OF REPORTING PERSONS Nantucket Services L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDING 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 26,736*
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 26,736*
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 26,736*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 0.1%*
14	TYPE OF REPORTING PERSON (See Instructions) OO

*	Without regard to the Ownership Limitation (as defined in the Original Schedule 13D).

SCHEDULE 13D


CUSIP No. 444097109


1	NAMES OF REPORTING PERSONS Blackhawk Services II LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDING 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 2,138,992*
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 2,138,992*
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,138,992*
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) OO

*	Without regard to the Ownership Limitation (as defined in the Original Schedule 13D).

SCHEDULE 13D


CUSIP No. 444097109


1	NAMES OF REPORTING PERSONS Blackstone Real Estate Associates VI L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDING 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 19,871,294*
		8	SHARED VOTING POWER 2,138,992*
		9	SOLE DISPOSITIVE POWER 19,871,294*
		10	SHARED DISPOSITIVE POWER 2,138,992*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 22,010,286*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 18.1%*
14	TYPE OF REPORTING PERSON (See Instructions) PN

*	Without regard to the Ownership Limitation (as defined in the Original Schedule 13D).

SCHEDULE 13D


CUSIP No. 444097109


1	NAMES OF REPORTING PERSONS Blackstone Real Estate Associates V L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDING 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 29,596,540*
		8	SHARED VOTING POWER 2,165,728*
		9	SOLE DISPOSITIVE POWER 29,596,540*
		10	SHARED DISPOSITIVE POWER 2,165,728*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 31,762,268*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 24.3%*
14	TYPE OF REPORTING PERSON (See Instructions) PN

*	Without regard to the Ownership Limitation (as defined in the Original Schedule 13D).

SCHEDULE 13D


CUSIP No. 444097109


1	NAMES OF REPORTING PERSONS BREP V Side-by-Side GP L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDING 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 1,194,924*
		8	SHARED VOTING POWER 26,736*
		9	SOLE DISPOSITIVE POWER 1,194,924*
		10	SHARED DISPOSITIVE POWER 26,736*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,221,660*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.2%*
14	TYPE OF REPORTING PERSON (See Instructions) OO

*	Without regard to the Ownership Limitation (as defined in the Original Schedule 13D).

SCHEDULE 13D


CUSIP No. 444097109


1	NAMES OF REPORTING PERSONS BREP VI Side-by-Side GP L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDING 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 146,196*
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 146,196*
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 146,196*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.1%*
14	TYPE OF REPORTING PERSON (See Instructions) OO

*	Without regard to the Ownership Limitation (as defined in the Original Schedule 13D).

SCHEDULE 13D


CUSIP No. 444097109


1	NAMES OF REPORTING PERSONS Blackstone Family GP L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDING 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 500,109*
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 500,109*
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 500,109*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.5%*
14	TYPE OF REPORTING PERSON (See Instructions) OO

*	Without regard to the Ownership Limitation (as defined in the Original Schedule 13D).

SCHEDULE 13D


CUSIP No. 444097109


1	NAMES OF REPORTING PERSONS Blackstone Holdings II L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDING 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 30,818,200*
		8	SHARED VOTING POWER 2,138,992*
		9	SOLE DISPOSITIVE POWER 30,818,200*
		10	SHARED DISPOSITIVE POWER 2,138,992*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 32,957,192*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 25.0%*
14	TYPE OF REPORTING PERSON (See Instructions) PN

*	Without regard to the Ownership Limitation (as defined in the Original Schedule 13D).

SCHEDULE 13D


CUSIP No. 444097109


1	NAMES OF REPORTING PERSONS BREA V L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDING 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 29,596,540*
		8	SHARED VOTING POWER 2,165,728*
		9	SOLE DISPOSITIVE POWER 29,596,540*
		10	SHARED DISPOSITIVE POWER 2,165,728*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 31,762,268*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 24.3%*
14	TYPE OF REPORTING PERSON (See Instructions) OO

*	Without regard to the Ownership Limitation (as defined in the Original Schedule 13D).

SCHEDULE 13D


CUSIP No. 444097109


1	NAMES OF REPORTING PERSONS Blackstone Holdings III L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Quebec
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 20,017,490*
		8	SHARED VOTING POWER 2,138,992*
		9	SOLE DISPOSITIVE POWER 20,017,490*
		10	SHARED DISPOSITIVE POWER 2,138,992*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 22,156,482*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 18.2%*
14	TYPE OF REPORTING PERSON (See Instructions) PN

*	Without regard to the Ownership Limitation (as defined in the Original Schedule 13D).

SCHEDULE 13D


CUSIP No. 444097109


1	NAMES OF REPORTING PERSONS BREA VI L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDING 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 19,871,294*
		8	SHARED VOTING POWER 2,138,992*
		9	SOLE DISPOSITIVE POWER 19,871,294*
		10	SHARED DISPOSITIVE POWER 2,138,992*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 22,010,286*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 18.1%*
14	TYPE OF REPORTING PERSON (See Instructions) OO

*	Without regard to the Ownership Limitation (as defined in the Original Schedule 13D).

SCHEDULE 13D


CUSIP No. 444097109


1	NAMES OF REPORTING PERSONS Blackstone Holdings I/II GP Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDING 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 30,818,200*
		8	SHARED VOTING POWER 2,138,992*
		9	SOLE DISPOSITIVE POWER 30,818,200*
		10	SHARED DISPOSITIVE POWER 2,138,992*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 32,957,192*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 25.0%*
14	TYPE OF REPORTING PERSON (See Instructions) CO

*	Without regard to the Ownership Limitation (as defined in the Original Schedule 13D).

SCHEDULE 13D


CUSIP No. 444097109


1	NAMES OF REPORTING PERSONS Blackstone Holdings III GP L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDING 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 20,017,490*
		8	SHARED VOTING POWER 2,138,992*
		9	SOLE DISPOSITIVE POWER 20,017,490*
		10	SHARED DISPOSITIVE POWER 2,138,992*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 22,156,482*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 18.2%*
14	TYPE OF REPORTING PERSON (See Instructions) PN

*	Without regard to the Ownership Limitation (as defined in the Original Schedule 13D).

SCHEDULE 13D


CUSIP No. 444097109


1	NAMES OF REPORTING PERSONS Blackstone Holdings III GP Management L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDING 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 20,017,490*
		8	SHARED VOTING POWER 2,138,992*
		9	SOLE DISPOSITIVE POWER 20,017,490*
		10	SHARED DISPOSITIVE POWER 2,138,992*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 22,156,482*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 18.2%*
14	TYPE OF REPORTING PERSON (See Instructions) OO

*	Without regard to the Ownership Limitation (as defined in the Original Schedule 13D).

SCHEDULE 13D


CUSIP No. 444097109


1	NAMES OF REPORTING PERSONS The Blackstone Group L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDING 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 52,974,682*
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 52,974,682*
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 52,974,682*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 34.8%*
14	TYPE OF REPORTING PERSON (See Instructions) PN

*	Without regard to the Ownership Limitation (as defined in the Original Schedule 13D).

SCHEDULE 13D


CUSIP No. 444097109


1	NAMES OF REPORTING PERSONS Blackstone Group Management L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDING 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 52,974,682*
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 52,974,682*
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 52,974,682*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 34.8%*
14	TYPE OF REPORTING PERSON (See Instructions) OO

*	Without regard to the Ownership Limitation (as defined in the Original Schedule 13D).

SCHEDULE 13D


CUSIP No. 444097109


1	NAMES OF REPORTING PERSONS Stephen A. Schwarzman
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 53,474,791*
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 53,474,791*
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 53,474,791*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 36.9%*
14	TYPE OF REPORTING PERSON (See Instructions) IN

*	Without regard to the Ownership Limitation (as defined in the Original Schedule 13D).

This Amendment No. 2 to Schedule 13D relates to shares of Common Stock, par value $0.01 per share (the “Common Stock”), of Hudson Pacific Properties, Inc., a Maryland corporation (the “Issuer”), and amends the initial statement on Schedule 13D filed on April 1, 2015 (the “Original Schedule 13D”), as amended by Amendment No. 1 to the Original Schedule 13D filed on January 5, 2016 (the Original Schedule 13D, as amended, the “Schedule 13D”). Capitalized terms used but not defined in this Amendment No. 2 shall have the same meanings ascribed to them in the Original Schedule 13D.

Item 4. Purpose of Transaction.

Item 4 of the Schedule 13D is hereby amended and supplemented as follows:

On May 10, 2016, the Issuer entered into a purchase agreement with the Holdco B Subsidiaries, Nantucket Services L.L.C. and Blackhawk Services II LLC (collectively, the “Blackstone Sellers”), pursuant to which the Issuer agreed to purchase from the Blackstone Sellers an aggregate of 10,000,000 OP Units, at a purchase price of $29.08 per OP Unit (the “Purchase Agreement”). The purchase described above was in connection with the Issuer entering into an underwriting agreement, dated as of May 10, 2016, with the underwriter (the “Underwriter”) and selling stockholders party thereto (the “Underwriting Agreement”), pursuant to which the Issuer agreed to sell 10,117,223 shares of its Common Stock and the selling stockholders party thereto agreed to sell 482,777 shares of Common Stock in an underwritten offering (the “Offering”). The Issuer intended to use the net proceeds received by it in the Offering to purchase the 10,000,000 OP Units from the Blackstone Sellers and 117,223 OP Units from other sellers. The transactions described herein closed on May 16, 2016.

In connection with the Offering, the Blackstone Sellers agreed with the Underwriter, subject to specified exceptions, not to offer, pledge or sell, or enter into any agreement to sell or otherwise dispose of or transfer, any shares of Common Stock or securities convertible into or exchangeable or exercisable for shares of Common Stock, for a period of 30 days after May 10, 2016, except with the prior written consent of the Underwriter (the “Lock-up Agreement”).

References to and descriptions of the Lock-up Agreement set forth above in this Item 4 do not purport to be complete and are qualified in their entirety by reference to the full text of the Lock-up Agreement, a form of which has been filed as Exhibit F hereto and incorporated herein by reference.

On January 13, 2016, John G. Schreiber, former Partner and Co-Founder of Blackstone Real Estate Advisors, resigned from the Issuer’s board of directors (the “Board”). Mr. Schreiber was appointed to the Board in April 2015 as one of three director nominees of the Sponsor Stockholders pursuant to the terms of the Stockholders Agreement. The Sponsor Stockholders have indicated to the Issuer that they would not designate an individual to replace Mr. Schreiber.

Item 5. Interest in Securities of the Issuer.

Item 5 of the Schedule 13D is hereby amended by amending and restating the first four paragraphs of Item 5(a) and (b) as follows:

(a) and (b). Calculations of the percentage of shares of Common Stock beneficially owned assumes that there are a total of 100,125,744 shares of Common Stock outstanding upon completion of the May 2016 Offering, as reported in the Issuer’s prospectus supplement filed on May 10, 2016, and takes into account the number of OP Units that may be deemed to be beneficially owned by the Reporting Persons, as applicable. Pursuant to the terms of the limited partnership agreement of the Operating Partnership, and subject to certain requirements and restrictions, OP Units are redeemable for shares of Common Stock, on a one-for-one basis, or, at the option of the Issuer, cash.

The aggregate number and percentage of shares of Common Stock beneficially owned by each Reporting Person and, for each Reporting Person, the number of shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition are set forth on rows 7 through 11 and row 13 of the cover pages of the Schedule 13D and are incorporated herein by reference. The amounts set forth on the cover pages of the Schedule 13D are without regard to the Ownership Limitation (as defined below).

Notwithstanding the above, the number of shares of Common Stock for which the OP Units are exchangeable is limited pursuant to the Ownership Limitation. As of the date hereof, 35,767,735 OP Units that would otherwise be exchangeable may not be exchanged for shares of Common Stock as a result of the Ownership Limitation.

As of the date hereof:

•

HPP BREP V Holdco A LLC directly owns 1,913,567 shares of Common Stock and 5,426,289 OP Units, HPP BREP V.TE.1 Holdco A LLC directly owns 669,716 shares of Common Stock and 1,899,111 OP Units, Blackstone HPP BREP V.TE.2 Holdco A LLC directly owns 1,720,620 shares of Common Stock and 4,879,148 OP Units, HPP BREP V.F Holdco A LLC directly owns 470,476 shares of Common Stock and 1,334,127 OP Units, HPP BRE Holdings V Holdco A LLC directly owns 192,760 shares of Common Stock and 546,960 OP Units, HPP BREP VI Holdco A LLC directly owns 1,335,362 shares of Common Stock and 3,782,328 OP Units, HPP BREP VI.TE.1 Holdco A LLC directly owns 388,898 shares of Common Stock and 1,101,527 OP Units, HPP BREP VI.TE.2 Holdco A LLC directly owns 815,338 shares of Common Stock and 2,309,392 OP Units, HPP BREP VI AV Holdco A LLC directly owns 661,829 shares of Common Stock and 1,874,587 OP Units, HPP BREP (AIV) VI Holdco A LLC directly owns 4,120 shares of Common Stock and 11,671 OP Units, HPP BRE Holdings VI Holdco A LLC directly owns 23,584 shares of Common Stock and 66,799 OP Units and HPP BFREP VI SMD Holdco A LLC directly owns 80,675 shares of Common Stock and 228,507 OP Units;

•

HPP BREP V Holdco B LLC directly owns 4,522,411 OP Units, HPP BREP V.TE.1 Holdco B LLC directly owns 1,582,767 OP Units, Blackstone HPP BREP V.TE.2 Holdco B LLC directly owns 4,066,412 OP Units, HPP BREP V.F Holdco B LLC directly owns 1,111,896 OP Units, HPP BRE Holdings V Holdco B LLC directly owns 455,204 OP Units, HPP BREP VI Holdco B LLC directly owns 3,160,266 OP Units, HPP BREP VI.TE.1 Holdco B LLC directly owns 920,365 OP Units, HPP BREP VI.TE.2 Holdco B LLC directly owns 1,929,577 OP Units, HPP BREP VI AV Holdco B LLC directly owns 1,566,283 OP Units, HPP BREP (AIV) VI Holdco B LLC directly owns 9,751 OP Units, HPP BRE Holdings VI Holdco B LLC directly owns 55,813 OP Units and HPP BFREP VI SMD Holdco B LLC directly owns 190,927 OP Units; and

•

Nantucket Services L.L.C. directly owns 4,313 shares of Common Stock and 22,423 OP Units and Blackhawk Services II LLC directly owns 345,053 shares of Common Stock and 1,793,939 OP Units.

Item 5(c) of the Schedule 13D is hereby amended and restated as follows:

(c) On May 16, 2016, pursuant to the Purchase Agreement, the Blackstone Sellers sold an aggregate of 10,000,000 OP Units to the Issuer at a price of $29.08 per OP Unit. The number of OP Units sold by each Blackstone Seller pursuant to the Purchase Agreement is set forth below:


Name of Blackstone Seller	No. of OP Units Sold
HPP BREP V Holdco B LLC		2,218,292
HPP BREP V.TE.1 Holdco B LLC		776,365
HPP BREP V.TE.2 Holdco B LLC		1,994,618
HPP BREP V.F Holdco B LLC		545,397
HPP BRE Holdings V Holdco B LLC		223,455
HPP BREP VI Holdco B LLC		1,548,011
HPP BREP VI.TE.1 Holdco B LLC		450,827
HPP BREP VI.TE.2 Holdco B LLC		945,176


HPP BREP VI AV Holdco B LLC			767,221
HPP BREP (AIV) VI Holdco B LLC			4,777
HPP BRE Holdings VI Holdco B LLC			27,339
HPP BFREP VI SMD Holdco B LLC			93,522
Nantucket Services, LLC			5,000
Blackhawk Services II LLC			400,000

Except as set forth in this Schedule 13D, none of the Reporting Persons has effected any transactions in the Common Stock during the past 60 days.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 of the Schedule 13D is hereby amended by amending and restating the third paragraph under the “Margin Loan Facility” section as follows:

As of the date hereof, the Borrower has borrowed an aggregate of $350.0 million under the Loan Agreement. Subject to the satisfaction of certain conditions, the Borrower may borrow up to an additional $100.0 million under the Loan Agreement if the existing or new lenders agree to provide such additional advances. After giving effect to the release of the 10,000,000 OP Units from the security interests granted under the Pledge Agreements in connection with the sale of OP Units described in Item 4 above, 8,276,945 shares of Common Stock and 43,032,118 OP Units collectively remain pledged by the Borrower, the Holdco A Subsidiaries and the Holdco B Subsidiaries pursuant to the Pledge Agreements to secure borrowings under the Loan Agreement.

Item 7. Material to Be Filed as Exhibits.

Item 7 of the Schedule 13D is hereby amended and supplemented as follows:


Exhibit F		Form of Lock-up Agreement, dated as of May 10, 2016, by and among Hudson Pacific Properties, Inc. and the Blackstone Sellers.

SIGNATURES

After reasonable inquiry and to the best of its or his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: May 16, 2016


HPP BREP V HOLDCO A LLC

By:		/s/ Michael Lascher
Name: Michael Lascher
Title: Managing Director

HPP BREP V HOLDCO B LLC

By:		/s/ Michael Lascher
Name: Michael Lascher
Title: Managing Director

HPP BREP V.F HOLDCO A LLC

By:		/s/ Michael Lascher
Name: Michael Lascher
Title: Managing Director

HPP BREP V.F HOLDCO B LLC

By:		/s/ Michael Lascher
Name: Michael Lascher
Title: Managing Director

HPP BREP V.TE.1 HOLDCO A LLC

By:		/s/ Michael Lascher
Name: Michael Lascher
Title: Managing Director

HPP BREP V.TE.1 HOLDCO B LLC

By:		/s/ Michael Lascher
Name: Michael Lascher
Title: Managing Director

HPP BREP V.TE.2 HOLDCO A LLC

By:		/s/ Michael Lascher
Name: Michael Lascher
Title: Managing Director


HPP BREP V.TE.2 HOLDCO B LLC

By:		/s/ Michael Lascher
Name: Michael Lascher
Title: Managing Director

HPP BRE HOLDINGS V HOLDCO A LLC

By:		/s/ Michael Lascher
Name: Michael Lascher
Title: Managing Director

HPP BRE HOLDINGS V HOLDCO B LLC

By:		/s/ Michael Lascher
Name: Michael Lascher
Title: Managing Director

HPP BREP VI HOLDCO A LLC

By:		/s/ Michael Lascher
Name: Michael Lascher
Title: Managing Director

HPP BREP VI HOLDCO B LLC

By:		/s/ Michael Lascher
Name: Michael Lascher
Title: Managing Director

HPP BFREP VI SMD HOLDCO A LLC

By:		/s/ Michael Lascher
Name: Michael Lascher
Title: Managing Director

HPP BFREP VI SMD HOLDCO B LLC

By:		/s/ Michael Lascher
Name: Michael Lascher
Title: Managing Director

HPP BRE HOLDINGS VI HOLDCO A LLC

By:		/s/ Michael Lascher
Name: Michael Lascher
Title: Managing Director


HPP BRE HOLDINGS VI HOLDCO B LLC

By:		/s/ Michael Lascher
Name: Michael Lascher
Title: Managing Director

HPP BREP VI.TE.1 HOLDCO A LLC

By:		/s/ Michael Lascher
Name: Michael Lascher
Title: Managing Director

HPP BREP VI.TE.1 HOLDCO B LLC

By:		/s/ Michael Lascher
Name: Michael Lascher
Title: Managing Director

HPP BREP VI.TE.2 HOLDCO A LLC

By:		/s/ Michael Lascher
Name: Michael Lascher
Title: Managing Director

HPP BREP VI.TE.2 HOLDCO B LLC

By:		/s/ Michael Lascher
Name: Michael Lascher
Title: Managing Director

HPP BREP VI AV HOLDCO A LLC

By:		/s/ Michael Lascher
Name: Michael Lascher
Title: Managing Director

HPP BREP VI AV HOLDCO B LLC

By:		/s/ Michael Lascher
Name: Michael Lascher
Title: Managing Director

HPP BREP (AIV) VI HOLDCO A LLC

By:		/s/ Michael Lascher
Name: Michael Lascher
Title: Managing Director


HPP BREP (AIV) VI HOLDCO B LLC

By:		/s/ Michael Lascher
Name: Michael Lascher
Title: Managing Director

BLACKSTONE REAL ESTATE PARTNERS V L.P.

By: Blackstone Real Estate Associates V L.P., its general partner
By: BREA V L.L.C., its general partner

By:		/s/ Frank Cohen
Name: Frank Cohen
Title: Senior Managing Director

BLACKSTONE REAL ESTATE PARTNERS V.TE.1 L.P.

By: Blackstone Real Estate Associates V L.P., its general partner
By: BREA V L.L.C., its general partner

By:		/s/ Frank Cohen
Name: Frank Cohen
Title: Senior Managing Director

BLACKSTONE REAL ESTATE PARTNERS V.TE.2 L.P.

By: Blackstone Real Estate Associates V L.P., its general partner
By: BREA V L.L.C., its general partner

By:		/s/ Frank Cohen
Name: Frank Cohen
Title: Senior Managing Director

BLACKSTONE REAL ESTATE PARTNERS V.F L.P.

By: Blackstone Real Estate Associates V L.P., its general partner
By: BREA V L.L.C., its general partner

By:		/s/ Frank Cohen
Name: Frank Cohen
Title: Senior Managing Director

BLACKSTONE REAL ESTATE HOLDINGS V L.P.

By: BREP V Side-by-Side GP L.L.C., its general partner

By:		/s/ Frank Cohen
Name: Frank Cohen
Title: Senior Managing Director

BLACKSTONE REAL ESTATE PARTNERS VI L.P.

By: Blackstone Real Estate Associates VI L.P., its general partner
By: BREA VI L.L.C., its general partner

By:		/s/ Frank Cohen
Name: Frank Cohen
Title: Senior Managing Director


BLACKSTONE REAL ESTATE PARTNERS VI.TE.1 L.P.

By: Blackstone Real Estate Associates VI L.P., its general partner
By: BREA VI L.L.C., its general partner

By:		/s/ Frank Cohen
Name: Frank Cohen
Title: Senior Managing Director

BLACKSTONE REAL ESTATE PARTNERS VI.TE.2 L.P.

By: Blackstone Real Estate Associates VI L.P., its general partner
By: BREA VI L.L.C., its general partner

By:		/s/ Frank Cohen
Name: Frank Cohen
Title: Senior Managing Director

BLACKSTONE REAL ESTATE PARTNERS VI (AV) L.P.

By: Blackstone Real Estate Associates VI L.P., its general partner
By: BREA VI L.L.C., its general partner

By:		/s/ Frank Cohen
Name: Frank Cohen
Title: Senior Managing Director

BLACKSTONE REAL ESTATE PARTNERS (AIV) VI L.P.

By: Blackstone Real Estate Associates VI L.P., its general partner
By: BREA VI L.L.C., its general partner

By:		/s/ Frank Cohen
Name: Frank Cohen
Title: Senior Managing Director

BLACKSTONE REAL ESTATE HOLDINGS VI L.P.

By: BREP VI Side-by-Side GP L.L.C., its general partner

By:		/s/ Frank Cohen
Name: Frank Cohen
Title: Senior Managing Director

BLACKSTONE FAMILY REAL ESTATE PARTNERSHIP VI – SMD L.P.

By: Blackstone Family GP L.L.C., its general partner

By:		/s/ Frank Cohen
Name: Frank Cohen
Title: Senior Managing Director

NANTUCKET SERVICES L.L.C.

By:		/s/ Frank Cohen
Name: Frank Cohen
Title: Senior Managing Director


BLACKHAWK SERVICES II LLC

By:		/s/ Frank Cohen
Name: Frank Cohen
Title: Senior Managing Director

BLACKSTONE REAL ESTATE ASSOCIATES V L.P.

By: BREA V L.L.C., its general partner

By:		/s/ Frank Cohen
Name: Frank Cohen
Title: Senior Managing Director

BLACKSTONE REAL ESTATE ASSOCIATES VI L.P.

By: BREA VI L.L.C., its general partner

By:		/s/ Frank Cohen
Name: Frank Cohen
Title: Senior Managing Director

BREP V SIDE-BY-SIDE GP L.L.C.

By:		/s/ Frank Cohen
Name: Frank Cohen
Title: Senior Managing Director

BREP VI SIDE-BY-SIDE GP L.L.C.

By:		/s/ Frank Cohen
Name: Frank Cohen
Title: Senior Managing Director

BLACKSTONE FAMILY GP L.L.C.

By:		/s/ Frank Cohen
Name: Frank Cohen
Title: Senior Managing Director

BREA V L.L.C.

By:		/s/ Frank Cohen
Name: Frank Cohen
Title: Senior Managing Director

BREA VI L.L.C.

By:		/s/ Frank Cohen
Name: Frank Cohen
Title: Senior Managing Director


BLACKSTONE HOLDINGS II L.P.

By: Blackstone Holdings I/II GP Inc., its general partner

By:		/s/ John G. Finley
Name: John G. Finley
Title: Chief Legal Officer

BLACKSTONE HOLDINGS III L.P.

By: Blackstone Holdings III GP L.P., its general partner

By: Blackstone Holdings III GP Management L.L.C., its general partner

By:		/s/ John G. Finley
Name: John G. Finley
Title: Chief Legal Officer

BLACKSTONE HOLDINGS I/II GP INC.

By:		/s/ John G. Finley
Name: John G. Finley
Title: Chief Legal Officer

BLACKSTONE HOLDINGS III GP L.P.

By: Blackstone Holdings III GP Management L.L.C., its general partner

By:		/s/ John G. Finley
Name: John G. Finley
Title: Chief Legal Officer

BLACKSTONE HOLDINGS III GP MANAGEMENT L.L.C.

By:		/s/ John G. Finley
Name: John G. Finley
Title: Chief Legal Officer

THE BLACKSTONE GROUP L.P.

By: Blackstone Group Management L.L.C., its general partner

By:		/s/ John G. Finley
Name: John G. Finley
Title: Chief Legal Officer

BLACKSTONE GROUP MANAGEMENT L.L.C.

By:		/s/ John G. Finley
Name: John G. Finley
Title: Chief Legal Officer

/s/ Stephen A. Schwarzman
Stephen A. Schwarzman

Exhibit F

FORM OF LOCK-UP AGREEMENT FOR THE SELLING

STOCKHOLDERS AND SELLING UNITHOLDERS

May , 2016

[●]

c/o [●]

[●]

Re:

Proposed Public Offering by Hudson Pacific Properties, Inc.

Dear Sirs:

The undersigned, a stockholder and/or an officer and/or a director of Hudson Pacific Properties, Inc., a Maryland corporation (the “Company”), understands that [●] (“[●] or the “Underwriter”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with the Company, Hudson Pacific Properties, L.P., a Maryland limited partnership, and the selling stockholders named therein, providing for the public offering (the “Public Offering”) of shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”). In recognition of the benefit that the Public Offering will confer upon the undersigned as a stockholder and/or an officer and/or a director of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Underwriter that, during a period of 30 days from the date of the Underwriting Agreement (the “Lock-up Period”), the undersigned will not, without the prior written consent of the Underwriter, directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer any shares of the Company’s Common Stock or any securities convertible into or exchangeable or exercisable for Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended (the “1933 Act”) with respect to any of the foregoing (collectively, the “Lock-Up Securities”) or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise.

Notwithstanding the foregoing: (i) the restrictions set forth in the preceding sentence shall not apply to the undersigned’s sale of shares of Common Stock pursuant to the Underwriting Agreement; (ii) if the undersigned is a party to a Purchase Agreement, the restrictions set forth in the preceding sentence shall not apply to the undersigned’s sale of common units of Hudson Pacific Properties L.P. in the Funded Redemption pursuant to such Purchase Agreement (such capitalized terms have the meanings set forth in the Underwriting Agreement); and (iii) in any case, subject to the conditions set forth below, the restrictions set forth in the preceding sentence shall not apply to:

(1) (i) gifts or other dispositions by will or intestacy (including, without limitation, any disposition from a revocable trust, family trust or similar trust arrangement providing for the distribution of assets upon death or intestacy); (ii) transfers made to (x) limited partners, members, stockholders or affiliates of the undersigned or (y) any corporation, partnership, limited liability company or other entity all of the equity interests of which are owned, directly or indirectly, by the undersigned; (iii) bona fide gifts, sales, distributions, contributions or other dispositions, in each case that are made exclusively between and among the undersigned and (w) members of the undersigned’s family, (x) affiliates of the undersigned that are controlled by the undersigned, or (y) a trust the beneficiaries of which are, (A) a limited liability company the membership interest holders of which are, or (B) a partnership the partners of which are, exclusively the undersigned and/or members of the undersigned’s family; or (iv) donations or transfer to charitable organizations; provided, however, that in the case of any gift, sale, distribution, contribution, transfer or other disposition pursuant to this clause (1), it shall be a pre-condition that

(a) the recipient, transferee or donee, as applicable, executes and delivers to the Underwriter a signed lock-up agreement for the balance of the Lock-up Period, (b) no filing by any party under the Securities Exchange Act of 1934, as amended, shall be required or shall be voluntarily made in connection with such transfer or distribution, (c) each party shall agree to not voluntarily make, any public announcement of the transfer or disposition and (d) the undersigned notifies the Underwriter at least three business days prior to the proposed gift, sale, distribution, contribution, transfer or other disposition; or

(2) the sale of the undersigned’s shares of Common Stock pursuant to the Underwriting Agreement or common units (the “Common Units”) of Hudson Pacific Properties, L.P. (the “Operating Partnership”) pursuant to any Purchase Agreement (as defined in the Underwriting Agreement) to which the undersigned is a party; or

(3) transactions relating to shares of Common Stock acquired by the undersigned in the open market after completion of the Public Offering; provided, however, that (a) any subsequent sale of the shares of Common Stock acquired in the open market are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (ii) the undersigned does not otherwise voluntarily effect any public filing or report regarding such sales; or

(4) the exchange of shares of Common Units of the Operating Partnership for shares of Common Stock, provided, that, with respect to this clause (4), other than any shares of Common Stock to be sold pursuant to the Underwriting Agreement any such shares of Common Stock issued upon such exchange are subject to this lock-up agreement and that any filings required to be made with Securities and Exchange Commission or other publicity made regarding the same will indicate that such shares of Common Stock are subject to this lock-up agreement; or

(5) the pledge, hypothecation or other granting of a security interest in Common Stock or Common Units of the Operating Partnership to one or more lending institutions as collateral or security for any loan, advance or extension of credit and any transfer upon foreclosure upon such Common Stock or Common Units, provided, that the undersigned or the Company, as the case may be, shall provide the Underwriter prior written notice informing them of any public filing, report or announcement with respect to such pledge, hypothecation or other grant of a security interest.

The undersigned understands that, if (i) the Underwriting Agreement (other than the provisions which survive termination under the terms thereof) shall terminate or be terminated prior to payment for the delivery of the Common Stock to be sold thereunder, (ii) the Company informs the Underwriter that it does not intend to proceed with the Public Offering, or (iii) the Underwriting Agreement for the Public Offering is not executed by May 17, 2016, the undersigned shall be released from all obligations under this agreement and this agreement shall be of no further effect.

The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the Lock-Up Securities except in compliance with the foregoing restrictions.

********


Sincerely,
Signature:
Print Name:

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Form SC 13D/A Hudson Pacific Propertie Filed by: Blackstone Holdings III L.P.

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