New insider Porter Tracy A claimed no ownership of stock in the company (SEC Form 3)
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Real Estate Investment Trusts
Real Estate
| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 03/01/2025 |
3. Issuer Name and Ticker or Trading Symbol
HEALTHPEAK PROPERTIES, INC. [ DOC ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock | 0 | D | |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| LTIP Units | (1)(2) | (2) | Common Stock | 2,494 | (2) | D | |
| LTIP Units | (2)(3) | (2) | Common Stock | 4,245 | (2) | D | |
| LTIP Units | (2)(4) | (2) | Common Stock | 13,310 | (2) | D | |
| Explanation of Responses: |
| 1. These LTIP Units represent the unvested portion of the original grant of restricted stock units in respect of shares of common stock of the Issuer that were previously granted to reporting person on January 6, 2023, provided for time-based vesting, and were cancelled by Issuer on February 7, 2025 ("Cancelled RSUs") and replaced as described in footnote 2. The replacement award will vest on January 6, 2026, subject to continued service with the Issuer. |
| 2. Represents Cancelled RSUs that were replaced with an award of a class of units of membership interests in Healthpeak OP, LLC ("Healthpeak OP"), the operating subsidiary of Issuer, designated as LTIP Units intended to qualify as profits interests for U.S. federal income tax purposes, and which have the same vesting schedule as the corresponding Cancelled RSUs. Upon achieving equivalent capital account balance per unit and applicable vesting conditions, LTIP Units are convertible at the holder's election into common unit membership interests in Healthpeak OP ("Common Units"). Each Common Unit is redeemable, at holder's election, for cash equal to the fair market value of one share of Issuer's common stock or, at the option of Healthpeak OP, a share of Issuer's common stock on a 1: 1 basis, and have no expiration date. |
| 3. These LTIP Units represent the unvested portion of the original grant of Cancelled RSUs (originally granted on February 9, 2023), which were replaced as described in footnote 2. The replacement award will vest on February 9, 2026, subject to continued service with the Issuer. |
| 4. These LTIP Units represent the unvested portion of the original grant of Cancelled RSUs (originally granted on February 13, 2024), which were replaced as described in footnote 2. The replacement award will vest in two equal installments on each of February 13, 2026, and February 13, 2027, subject to continued service with the Issuer. |
| Remarks: |
| Exhibit List: Exhibit 24 - Power of Attorney |
| Carol Samaan, SVP, Legal (Attorney-In-Fact) | 03/03/2025 | |
| ** 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 5 (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. | ||