FORM 4 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 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * GALLAGHER PAUL F   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) Executive Vice President (Last) (First) (Middle) 3760 KILROY AIRPORT WAY, SUITE 300 3. Date of Earliest Transaction (Month/Day/Year) 01/26/2012 (Street) LONG BEACH, CA 90806 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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 01/26/2012   A   54,112 (1) A (2) 252,514 D   Common Stock 01/27/2012   F   6,315 (3) D $ 41.92 246,199 D   Common Stock 01/30/2012   M(4)   57,351 A $ 23.34 303,550 D   Common Stock 01/30/2012   M(4)   22,050 A $ 28.35 325,600 D   Common Stock 01/30/2012   S(4)   79,401 D $ 41.23 246,199 D

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction 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 (Month/Day/Year)

7. Title and Amount of Underlying Securities (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

$ 28.35

01/30/2012

M(4)

22,050

(5)

01/29/2020

Common Stock

22,050

$ 0

66,150

D

Employee Stock Option

$ 23.34

01/30/2012

M(4)

57,351

(5)

01/30/2019

Common Stock

57,351

$ 0

114,702

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
GALLAGHER PAUL F 3760 KILROY AIRPORT WAY, SUITE 300 LONG BEACH, CA 90806			Executive Vice President

Signatures

Eric J. Stambol, Power of Attorney for Paul F. Gallagher		01/30/2012
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Represents the number of restricted stock units that were certified on January 26, 2012 based on the issuer's satisfaction of certain performance criteria. Accordingly, the restricted stock units vest 25% each year on the anniversary of the January 27, 2011 grant.
(2)	Each restricted stock unit represents the right to receive one share of common stock subject to the specified vesting schedule.
(3)	Represents the amount of shares of common stock withheld to satisfy applicable tax obligations in connection with the vesting schedule of restricted stock units.
(4)	The option exercises and stock sale reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 26, 2011.
(5)	Shares vest annually at a rate of 20% per year commencing on the first anniversary of the grant date.

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