Amendment No. 3 to Schedule 13D

0001193125-16-653972.txt : 20160722 0001193125-16-653972.hdr.sgml : 20160722 20160721183606 ACCESSION NUMBER: 0001193125-16-653972 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20160722 DATE AS OF CHANGE: 20160721 GROUP MEMBERS: BLACKHAWK SERVICES II LLC GROUP MEMBERS: BLACKSTONE FAMILY GP L.L.C. GROUP MEMBERS: BLACKSTONE FAMILY REAL ESTATE PARTNERSHIP VI - SMD L.P. GROUP MEMBERS: BLACKSTONE GROUP L.P. GROUP MEMBERS: BLACKSTONE GROUP MANAGEMENT L.L.C. GROUP MEMBERS: BLACKSTONE HOLDINGS I/II GP INC. GROUP MEMBERS: BLACKSTONE HOLDINGS II L.P. GROUP MEMBERS: BLACKSTONE HOLDINGS III GP L.P. GROUP MEMBERS: BLACKSTONE HOLDINGS III GP MANAGEMENT L.L.C. GROUP MEMBERS: BLACKSTONE REAL ESTATE ASSOCIATES V L.P. GROUP MEMBERS: BLACKSTONE REAL ESTATE ASSOCIATES VI L.P. GROUP MEMBERS: BLACKSTONE REAL ESTATE HOLDINGS V L.P. GROUP MEMBERS: BLACKSTONE REAL ESTATE HOLDINGS VI L.P. GROUP MEMBERS: BLACKSTONE REAL ESTATE PARTNERS (AIV) VI L.P. GROUP MEMBERS: BLACKSTONE REAL ESTATE PARTNERS V L.P. GROUP MEMBERS: BLACKSTONE REAL ESTATE PARTNERS V.F L.P. GROUP MEMBERS: BLACKSTONE REAL ESTATE PARTNERS V.TE.1 L.P. GROUP MEMBERS: BLACKSTONE REAL ESTATE PARTNERS V.TE.2 L.P. GROUP MEMBERS: BLACKSTONE REAL ESTATE PARTNERS VI (AV) L.P. GROUP MEMBERS: BLACKSTONE REAL ESTATE PARTNERS VI L.P. GROUP MEMBERS: BLACKSTONE REAL ESTATE PARTNERS VI.TE.1 L.P. GROUP MEMBERS: BLACKSTONE REAL ESTATE PARTNERS VI.TE.2 L.P. GROUP MEMBERS: BREA V L.L.C. GROUP MEMBERS: BREA VI L.L.C. GROUP MEMBERS: BREP V SIDE-BY-SIDE GP L.L.C. GROUP MEMBERS: BREP VI SIDE-BY-SIDE GP L.L.C. GROUP MEMBERS: HPP BFREP VI SMD HOLDCO A LLC GROUP MEMBERS: HPP BFREP VI SMD HOLDCO B LLC GROUP MEMBERS: HPP BRE HOLDINGS V HOLDCO A LLC GROUP MEMBERS: HPP BRE HOLDINGS V HOLDCO B LLC GROUP MEMBERS: HPP BRE HOLDINGS VI HOLDCO A LLC GROUP MEMBERS: HPP BRE HOLDINGS VI HOLDCO B LLC GROUP MEMBERS: HPP BREP (AIV) VI HOLDCO A LLC GROUP MEMBERS: HPP BREP (AIV) VI HOLDCO B LLC GROUP MEMBERS: HPP BREP V HOLDCO A LLC GROUP MEMBERS: HPP BREP V HOLDCO B LLC GROUP MEMBERS: HPP BREP V.F HOLDCO A LLC GROUP MEMBERS: HPP BREP V.F HOLDCO B LLC GROUP MEMBERS: HPP BREP V.TE.1 HOLDCO A LLC GROUP MEMBERS: HPP BREP V.TE.1 HOLDCO B LLC GROUP MEMBERS: HPP BREP V.TE.2 HOLDCO A LLC GROUP MEMBERS: HPP BREP V.TE.2 HOLDCO B LLC GROUP MEMBERS: HPP BREP VI AV HOLDCO A LLC GROUP MEMBERS: HPP BREP VI AV HOLDCO B LLC GROUP MEMBERS: HPP BREP VI HOLDCO A LLC GROUP MEMBERS: HPP BREP VI HOLDCO B LLC GROUP MEMBERS: HPP BREP VI.TE.1 HOLDCO A LLC GROUP MEMBERS: HPP BREP VI.TE.1 HOLDCO B LLC GROUP MEMBERS: HPP BREP VI.TE.2 HOLDCO A LLC GROUP MEMBERS: HPP BREP VI.TE.2 HOLDCO B LLC GROUP MEMBERS: NANTUCKET SERVICES L.L.C. GROUP MEMBERS: STEPHEN A. SCHWARZMAN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Hudson Pacific Properties, Inc. CENTRAL INDEX KEY: 0001482512 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 271430478 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-85551 FILM NUMBER: 161778217 BUSINESS ADDRESS: STREET 1: 11601 WILSHIRE BLVD. STREET 2: SUITE 1600 CITY: LOS ANGELES STATE: CA ZIP: 90025 BUSINESS PHONE: (310) 445-5700 MAIL ADDRESS: STREET 1: 11601 WILSHIRE BLVD. STREET 2: SUITE 1600 CITY: LOS ANGELES STATE: CA ZIP: 90025 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Blackstone Holdings III L.P. CENTRAL INDEX KEY: 0001404073 IRS NUMBER: 260288853 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 345 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10154 BUSINESS PHONE: (212) 583-5000 MAIL ADDRESS: STREET 1: 345 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10154 SC 13D/A 1 d190327dsc13da.htm AMENDMENT NO. 3 TO SCHEDULE 13D Amendment No. 3 to Schedule 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934*

(Amendment No. 3)

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 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)

July 18, 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) 5.9%*
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 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 307,659*
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 307,659*
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 307,659*
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 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) 2.1%*
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 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 107,674*
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 107,674*
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 107,674*
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 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) 5.3%*
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 276,637*
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 276,637*
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 276,637*
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 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) 1.5%*
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.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 75,642*
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 75,642*
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 75,642*
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 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) 0.6%*
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 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 30,638*
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 30,638*
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 30,638*
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 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) 4.2%*
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 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 219,045*
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 219,045*
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 219,045*
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 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) 1.2%*
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 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 63,793*
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 63,793*
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 63,793*
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 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) 2.6%*
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 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 133,743*
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 133,743*
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 133,743*
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 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) 2.1%*
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 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 108,563*
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 108,563*
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 108,563*
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 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 676*
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 676*
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 676*
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 3,868*
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 3,868*
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,868*
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 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 13,234*
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 13,234*
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,234*
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 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 7,647,515*
		8	SHARED VOTING POWER 1,396,228*
		9	SOLE DISPOSITIVE POWER 7,647,515*
		10	SHARED DISPOSITIVE POWER 1,396,228*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,043,743*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.2%*
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 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 2,676,501*
		8	SHARED VOTING POWER 17,236*
		9	SOLE DISPOSITIVE POWER 2,676,501*
		10	SHARED DISPOSITIVE POWER 17,236*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,693,737*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.2%*
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 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 6,876,405*
		8	SHARED VOTING POWER 17,236*
		9	SOLE DISPOSITIVE POWER 6,876,405*
		10	SHARED DISPOSITIVE POWER 17,236*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,893,641*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.5%*
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 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 1,880,245*
		8	SHARED VOTING POWER 17,236*
		9	SOLE DISPOSITIVE POWER 1,880,245*
		10	SHARED DISPOSITIVE POWER 17,236*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,897,481*
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) 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 770,358*
		8	SHARED VOTING POWER 17,236*
		9	SOLE DISPOSITIVE POWER 770,358*
		10	SHARED DISPOSITIVE POWER 17,236*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 787,594*
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) 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 5,336,735*
		8	SHARED VOTING POWER 1,378,992*
		9	SOLE DISPOSITIVE POWER 5,336,735*
		10	SHARED DISPOSITIVE POWER 1,378,992*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,715,727*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.4%*
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.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 1,554,218*
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 1,554,218*
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,554,218*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.3%*
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 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 3,258,473*
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 3,258,473*
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,258,473*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.7%*
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 2,644,979*
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 2,644,979*
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,644,979*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.2%*
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 (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 16,467*
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 16,467*
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 16,467*
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 94,251*
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 94,251*
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 94,251*
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 322,416*
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 322,416*
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 322,416*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.3%*
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 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 17,236*
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 17,236*
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 17,236*
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 1,378,992*
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 1,378,992*
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,378,992*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 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 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 12,810,872*
		8	SHARED VOTING POWER 1,378,992*
		9	SOLE DISPOSITIVE POWER 12,810,872*
		10	SHARED DISPOSITIVE POWER 1,378,992*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,189,864*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.9%*
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 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 19,080,666*
		8	SHARED VOTING POWER 1,396,228*
		9	SOLE DISPOSITIVE POWER 19,080,666*
		10	SHARED DISPOSITIVE POWER 1,396,228*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 20,476,894*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 15.2%*
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 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 770,358*
		8	SHARED VOTING POWER 17,236*
		9	SOLE DISPOSITIVE POWER 770,358*
		10	SHARED DISPOSITIVE POWER 17,236*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 787,594*
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 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 94,251*
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 94,251*
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 94,251*
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 322,416*
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 322,416*
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 322,416*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 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 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 19,868,260*
		8	SHARED VOTING POWER 1,378,992*
		9	SOLE DISPOSITIVE POWER 19,868,260*
		10	SHARED DISPOSITIVE POWER 1,378,992*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 21,247,252*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 15.7%*
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 19,080,666*
		8	SHARED VOTING POWER 1,396,228*
		9	SOLE DISPOSITIVE POWER 19,080,666*
		10	SHARED DISPOSITIVE POWER 1,396,228*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 20,476,894*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 15.2%*
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 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 12,905,123*
		8	SHARED VOTING POWER 1,378,992*
		9	SOLE DISPOSITIVE POWER 12,905,123*
		10	SHARED DISPOSITIVE POWER 1,378,992*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,284,115*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.0%*
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 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 12,810,872*
		8	SHARED VOTING POWER 1,378,992*
		9	SOLE DISPOSITIVE POWER 12,810,872*
		10	SHARED DISPOSITIVE POWER 1,378,992*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,189,864*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.9%*
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 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 19,868,260*
		8	SHARED VOTING POWER 1,378,992*
		9	SOLE DISPOSITIVE POWER 19,868,260*
		10	SHARED DISPOSITIVE POWER 1,378,992*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 21,247,252*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 15.7%*
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 12,905,123*
		8	SHARED VOTING POWER 1,378,992*
		9	SOLE DISPOSITIVE POWER 12,905,123*
		10	SHARED DISPOSITIVE POWER 1,378,992*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,284,115*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.0%*
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 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 12,905,123*
		8	SHARED VOTING POWER 1,378,992*
		9	SOLE DISPOSITIVE POWER 12,905,123*
		10	SHARED DISPOSITIVE POWER 1,378,992*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,284,115*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.0%*
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 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 34,152,375*
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 34,152,375*
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 34,152,375*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 23.6%*
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 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 34,152,375*
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 34,152,375*
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 34,152,375*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 23.6%*
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 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 34,474,791*
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 34,474,791*
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 34,474,791*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 23.7%*
14	TYPE OF REPORTING PERSON (See Instructions) IN

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

This Amendment No. 3 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 13, 2015 (the “Original Schedule 13D”), as amended by Amendment No. 1 to the Original Schedule 13D filed on January 5, 2016, as amended by Amendment No. 2 to the Original Schedule 13D filed on May 16, 2016 (the Original Schedule 13D, as amended, the “Schedule 13D”). Capitalized terms used but not defined in this Amendment No. 3 shall have the same meanings ascribed to them in the Schedule 13D.

Item 4.

Purpose of Transaction.

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

On July 18, 2016, the Issuer entered into a purchase agreement with the Blackstone Sellers, pursuant to which the Issuer agreed to purchase from the Blackstone Sellers an aggregate of 19,000,000 OP Units, at a purchase price of $30.32 per OP Unit (the “July 2016 Purchase Agreement”). The purchase described above was in connection with the Issuer entering into an underwriting agreement, dated as of July 18, 2016, with the underwriter (the “July 2016 Underwriter”) and selling stockholders party thereto (the “July 2016 Underwriting Agreement”), pursuant to which the Issuer agreed to sell 19,195,373 shares of its Common Stock and the selling stockholders party thereto agreed to sell 804,627 shares of Common Stock in an underwritten offering (the “July 2016 Offering”). The Issuer intended to use the net proceeds received by it in the July 2016 Offering to purchase the 19,000,000 OP Units from the Blackstone Sellers and 195,373 OP Units from other sellers. The transactions described herein closed on July 21, 2016.

In connection with the July 2016 Offering, the Blackstone Sellers agreed with the July 2016 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 July 18, 2016, except with the prior written consent of the July 2016 Underwriter (the “July 2016 Lock-up Agreement”).

References to and descriptions of the July 2016 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 July 2016 Lock-up Agreement, a form of which has been filed as Exhibit G hereto and incorporated herein by reference.

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 119,341,760 shares of Common Stock outstanding upon completion of the July 2016 Offering, as reported in the Issuer’s prospectus supplement filed on July 19, 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, 16,767,735 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, taking into account the sales in the July 2016 Offering:

•

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, 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 307,659 OP Units, HPP BREP V.TE.1 Holdco B LLC directly owns 107,674 OP Units, HPP BREP V.TE.2 Holdco B LLC directly owns 276,637 OP Units, HPP BREP V.F Holdco B LLC directly owns 75,642 OP Units, HPP BRE Holdings V Holdco B LLC directly owns 30,638 OP Units, HPP BREP VI Holdco B LLC directly owns 219,045 OP Units, HPP BREP VI.TE.1 Holdco B LLC directly owns 63,793 OP Units, HPP BREP VI.TE.2 Holdco B LLC directly owns 133,743 OP Units, HPP BREP VI AV Holdco B LLC directly owns 108,563 OP Units, HPP BREP (AIV) VI Holdco B LLC directly owns 676 OP Units, HPP BRE Holdings VI Holdco B LLC directly owns 3,868 OP Units and HPP BFREP VI SMD Holdco B LLC directly owns 13,234 OP Units; and

•

Nantucket Services L.L.C. directly owns 4,313 shares of Common Stock and 12,923 OP Units and Blackhawk Services II LLC directly owns 345,053 shares of Common Stock and 1,033,939 OP Units.

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

(c) On July 21, 2016, pursuant to the July 2016 Purchase Agreement, the Blackstone Sellers sold an aggregate of 19,000,000 OP Units to the Issuer at a price of $30.32 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		4,214,752

HPP BREP V.TE.1 Holdco B LLC		1,475,093

HPP BREP V.TE.2 Holdco B LLC		3,789,775

HPP BREP V.F Holdco B LLC		1,036,254

HPP BRE Holdings V Holdco B LLC		424,566

HPP BREP VI Holdco B LLC		2,941,221

HPP BREP VI.TE.1 Holdco B LLC		856,572

HPP BREP VI.TE.2 Holdco B LLC		1,795,834

HPP BREP VI AV Holdco B LLC		1,457,720

HPP BREP (AIV) VI Holdco B LLC		9,075

HPP BRE Holdings VI Holdco B LLC		51,945

HPP BFREP VI SMD Holdco B LLC		177,693

Nantucket Services, LLC		9,500

Blackhawk Services II LLC		760,000

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 principal amount 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 18,230,500 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 24,801,618 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. The Borrower currently intends to use a portion of the proceeds from the sales in the July 2016 Offering to pay down $100 million of the principal amount 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 G		Form of Lock-up Agreement, dated as of July 18, 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: July 21, 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

[Hudson Pacific Properties, Inc. – Schedule 13D/A]


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

[Hudson Pacific Properties, Inc. – Schedule 13D/A]


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

[Hudson Pacific Properties, Inc. – Schedule 13D/A]


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

[Hudson Pacific Properties, Inc. – Schedule 13D/A]


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

[Hudson Pacific Properties, Inc. – Schedule 13D/A]


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

[Hudson Pacific Properties, Inc. – Schedule 13D/A]


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

[Hudson Pacific Properties, Inc. – Schedule 13D/A]

EX-99.G 2 d190327dex99g.htm EX-99.G EX-99.G

Exhibit G

FORM OF LOCK-UP AGREEMENT FOR THE SELLING STOCKHOLDERS AND SELLING UNITHOLDERS

July , 2016

Merrill Lynch, Pierce, Fenner & Smith

Incorporated

c/o Merrill Lynch, Pierce, Fenner & Smith

Incorporated

One Bryant Park

New York, New York 10036

Re:

Proposed Public Offering by Hudson Pacific Properties, Inc.

Dear Sirs:

The undersigned, an equityholder and/or an officer and/or a director of Hudson Pacific Properties, Inc., a Maryland corporation (the “Company”), and/or Hudson Pacific Properties, L.P., a Maryland limited partnership (the “Operating Partnership”), understands that Merrill Lynch, Pierce, Fenner & Smith Incorporated (the “Underwriter”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with the Company, the Operating 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 the Operating Partnership 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 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;

(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; or

(6) the filing of an amendment or replacement of an existing resale prospectus supplement filed pursuant to Rule 424(b)(7) with respect to the Company’s Registration Statement on Form S-3 (File No. 333-202799).

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 July 25, 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.


Very truly yours,

Signature:

Print Name: