HCP HCP Inc

[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES                                                                                   
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940                       

1. Name and Address of Reporting Person * Klaritch Thomas	2. Issuer Name and Ticker or Trading Symbol HCP, INC. [ HCP ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director                    _____ 10% Owner __X__ Officer (give title below)    _____ Other (specify below) EVP, CDO and COO
(Last)          (First)          (Middle) 1920 MAIN STREET, SUITE 1200	3. Date of Earliest Transaction (MM/DD/YYYY) 9/4/2019
(Street) IRVINE, CA 92614 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) _X _ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	9/4/2019		M(1)		35014	A	$24.67	230529	D
Common Stock	9/4/2019		S(1)		35014	D	$36.0203 (2)	195515	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option	$24.67	9/4/2019		M (1)			35014	(3)	1/29/2020	Common Stock	35014.0 (4)	$0	0	D

Explanation of Responses:
(1)	The acquisitions and sales reported in this Form 4 were effected through the cashless exercise and sale of stock options pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 18, 2019.
(2)	The reported price is a weighted average sales price. These shares were sold in multiple transactions at sale prices ranging from $36.0000 to $36.0650. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth herein.
(3)	Options vested 20% per year commencing on January 29, 2011, the first anniversary of the grant.
(4)	The number of options in this Form 4 have been adjusted to reflect the Issuer's spin-off of its wholly owned subsidiary Quality Care Properties, Inc. on October 31, 2016. The adjustments were made to preserve the intrinsic value of the reporting person's options existing prior to the spin-off, consistent with the Issuer's treatment of all then outstanding options.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Klaritch Thomas 1920 MAIN STREET SUITE 1200 IRVINE, CA 92614			EVP, CDO and COO

Signatures
Scott A. Graziano, SVP, Legal (Attorney-In-Fact)		9/5/2019
**Signature of Reporting Person		Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note:	File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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