UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported):  November 17, 2010

 

HCP, INC.

(Exact Name of Registrant as Specified in its Charter)

 

Maryland

 

1-08895

 

33-0091377

(State or Other Jurisdiction of
Incorporation or Organization)

 

(Commission File Number)

 

(I.R.S. Employer Identification No.)

 

3760 Kilroy Airport Way, Suite 300

Long Beach, California

 

90806

(Address of Principal Executive Offices)

 

(Zip Code)

 

(562) 733-5100

(Registrant’s Telephone Number, Including Area Code)

 

Not applicable

(Former Name or Former Address, if Changed Since Last Report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 240.425)

 

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


 

Item 8.01                                           Other Events.

 

On November 17, 2010, Kenneth B. Roath, a member of the Board of Directors of HCP, Inc. (the “Company”), entered into a Rule 10b5-1 Sales Plan on behalf of his family trust (the “Sales Plan”).  Under the Sales Plan, Mr. Roath has instructed his broker to sell up to 50,000 shares of the Company’s common stock during the period between December 3, 2010 and October 31, 2011 so long as the market price of the Company’s common stock is higher than minimum threshold prices specified in the Sales Plan.

 

The Sales Plan is intended to satisfy the requirements of Rule 10b5-1 promulgated under the Securities Exchange Act of 1934, as amended.  Rule 10b5-1 permits individuals who are not in possession of material, non-public information at the time the plan is adopted to establish pre-arranged plans to buy or sell company stock.

 

Transactions under the Sales Plan will be disclosed publicly through Form 4 filings with the Securities and Exchange Commission, to the extent required by law.

 

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SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

 

 

 

HCP, INC.

 

 

 

(Registrant)

 

 

 

 

 

 

 

 

 

 

By:

/s/ THOMAS M. HERZOG

Date:  November 18, 2010

 

 

Thomas M. Herzog

 

 

 

Executive Vice President — Chief Financial Officer

 

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