SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
(Amendment No.:5)*
Name of issuer: HCP Inc
Title of Class of Securities: Common Stock
CUSIP Number: 40414L109
Date of Event Which Requires Filing of this Statement: March 31, 2012
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
(X) Rule 13d-1(b)
( ) Rule 13d-1(c)
( ) Rule 13d-1(d)
*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 the disclosures provided in a prior cover page.
The information required in 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).
(Continued on the following page(s))
13G
CUSIP No.: 40414L109
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Vanguard Group Inc. - 23-1945930
2. CHECK THE APPROPRIATE [LINE] IF A MEMBER OF A GROUP
|
A. |
B. X |
3. SEC USE ONLY
4. CITIZENSHIP OF PLACE OF ORGANIZATION
Pennsylvania
(For questions 5-8, report the number of shares beneficially owned by each reporting person with:)
5. SOLE VOTING POWER
1,419,645
6. SHARED VOTING POWER
345,210
7. SOLE DISPOSITIVE POWER
41,177,092
8. SHARED DISPOSITIVE POWER
1,123,675
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
42,300,767
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
N/A
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.08%
12. TYPE OF REPORTING PERSON
IA
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Act of 1934
Check the following [line] if a fee is being paid with this statement N/A
Item 1(a) - Name of Issuer:
HCP Inc
Item 1(b) - Address of Issuer's Principal Executive Offices:
3760 KILROY AIRPORT WAY
SUITE 300
LONG BEACH, CALIFORNIA 90806
Item 2(a) - Name of Person Filing:
The Vanguard Group Inc. - 23-1945930
Item 2(b) – Address of Principal Business Office or, if none, residence:
100 Vanguard Blvd.
Malvern, PA 19355
Item 2(c) – Citizenship:
Pennsylvania
Item 2(d) - Title of Class of Securities:
Common Stock
Item 2(e) - CUSIP Number
40414L109
Item 3 - Type of Filing:
This statement is being filed pursuant to Rule 13d-1. An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).
Item 4 - Ownership:
(a) Amount Beneficially Owned:
42,300,767
(b) Percent of Class:
10.08%
(c) Number of shares as to which such person has:
(i) sole power to vote or direct to vote: 1,419,645
(ii) shared power to vote or direct to vote: 345,210
(iii) sole power to dispose of or to direct the disposition of: 41,177,092
(iv) shared power to dispose or to direct the disposition of: 1,123,675
Comments:
Item 5 - Ownership of Five Percent or Less of a Class:
Not Applicable
Item 6 - Ownership of More Than Five Percent on Behalf of Another Person:
Not applicable
Item 7 - Identification and Classification of the Subsidiary Which Acquired The Security Being Reported on by the Parent Holding Company:
See Attached Appendix A
Item 8 - Identification and Classification of Members of Group:
Not applicable
Item 9 - Notice of Dissolution of Group:
Not applicable
Item 10 - Certification:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purpose or effect.
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: 04/10/2012
By /s/ F. William McNabb III*
F. William McNabb III
President and Chief Executive Officer
*By: /s/ Glenn Booraem
Glenn Booraem, pursuant to a Power of Attorney filed January 29, 2010, see File Number 005-81485, Incorporated by Reference
Appendix A
Pursuant to the instructions of Item 7 of Schedule 13G, Vanguard Fiduciary Trust Company ("VFTC"), a wholly-owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 559,865 shares or .13% of the Common Stock outstanding of the Company as a result of its serving as investment manager of collective trust accounts. VFTC directs the voting of these shares.
Also pursuant to the instructions of Item 7 of Schedule 13G, Vanguard Investments Australia, Ltd. ("VIA"), a wholly-owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 563,810 shares or .33% of the Common Stock outstanding of the Company as a result of its serving as investment manager of Australian investment offerings. VIA directs the voting of these shares.
By /s/ F. William McNabb III*
F. William McNabb III
President and Chief Executive Officer
*By: /s/ Glenn Booraem
Glenn Booraem, pursuant to a Power of Attorney filed on January 29, 2010, see File Number 005-81485, Incorporated by Reference