On November

In connection with the offering, the Company entered into an underwriting agreement, dated November 21, 2016 (the Underwriting Agreement), among the Company, the Operating Partnership, the Selling Stockholders and Morgan Stanley & Co. LLC (the Underwriter). The Underwriting Agreement contains customary representations and warranties of the parties, and indemnification and contribution provisions under which the Company, the Operating Partnership and the Selling Stockholders have agreed to indemnify the Underwriter against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the Securities Act). Pursuant to the Underwriting Agreement, the Company has agreed, subject to certain exceptions, not to sell or transfer any shares of Common Stock or any se curities convertible into or exercisable or exchangeable for Common Stock for 30 days after November 21, 2016 without first obtaining the written consent of the Underwriter. A copy of the Underwriting Agreement is attached as Exhibit1.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The offering was made pursuant to an effective shelf registration statement filed with the Securities and Exchange Commission (the SEC) on March 16, 2015 (File No. 333-202799), a base prospectus, dated March 16, 2015, included as part of the registration statement, and a prospectus supplement, dated November 21, 2016, filed with the SEC pursuant to Rule 424(b) under the Securities Act. We are filing as Exhibit 5.1 to this Current Report on Form 8-K an opinion of our counsel, Venable LLP, regarding certain Maryland law issues concerning the shares of Common Stock sold in the offering.

On November 28, 2016, the Company used the net proceeds of the offering, after deducting underwriting discounts, but before estimated offering expenses payable by the Company, to acquire an aggregate of 17,250,000 common units of partnership interest in the Operating Partnership (the Common Units) from certain entities affiliated with The Blackstone Group L.P. and 283,099 Common Units from the Farallon Funds.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

No.

Description

1.1

Underwriting Agreement, dated November 21, 2016, among Hudson Pacific Properties, Inc., Hudson Pacific Properties, L.P., the selling stockholders listed on Schedule B thereto, and Morgan Stanley & Co. LLC.

5.1

Opinion of Venable LLP

23.1

Consent of Venable LLP (included in Exhibit 5.1)

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 hereunto duly authorized.

HUDSON PACIFIC PROPERTIES, INC.

Date: November 28, 2016

By:

/s/ MARK T. LAMMAS

Mark T. Lammas

Chief Operating Officer, Chief Financial Officer and Treasurer

EXHIBIT INDEX

Exhibit

No.

Description

1.1

Underwriting Agreement, dated November 21, 2016, among Hudson Pacific Properties, Inc., Hudson Pacific Properties, L.P., the selling stockholders listed on Schedule B thereto, and Morgan Stanley & Co. LLC.

5.1

Opinion of Venable LLP

23.1

Consent of Venable LLP (included in Exhibit 5.1)

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Other recent filings from the company include the following:

Hudson Pacific Properties Announces Strong - Feb. 16, 2017
Cohen & Steers, Inc. just provided an update on share ownership of Hudson Pacific Properties - Feb. 14, 2017
Statement of acquisition of beneficial ownership by individuals - Feb. 14, 2017
The Vanguard Group just provided an update on share ownership of Hudson Pacific Properties - Feb. 13, 2017
VANGUARD SPECIALIZED FUNDS - VANGUARD REIT INDEX FUND just provided an update on share ownership of Hudson Pacific Properties - Feb. 13, 2017

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