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 * Schoen Timothy M   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 and CFO (Last) (First) (Middle) 3760 KILROY AIRPORT WAY, SUITE 300 3. Date of Earliest Transaction (Month/Day/Year) 02/15/2013 (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 02/15/2013   M   6,478 A $ 31.95 73,506 D   Common Stock 02/15/2013   M   10,930 A $ 23.34 84,436 D   Common Stock 02/15/2013   M   5,222 A $ 28.35 89,658 D   Common Stock 02/15/2013   M   5,444 A $ 36.96 95,102 D   Common Stock 02/15/2013   M   5,915 A $ 41.64 101,017 D   Common Stock 02/15/2013   S   33,989 D $ 47.558 (1) 67,028 D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

$ 31.95

02/15/2013

M

6,478

01/25/2008(2)

01/25/2018

Common Stock

6,478

$ 0

0

D

Employee Stock Option

$ 23.34

02/15/2013

M

10,930

01/30/2009(3)

01/30/2019

Common Stock

10,930

$ 0

10,930

D

Employee Stock Option

$ 28.35

02/15/2013

M

5,222

01/29/2010(4)

01/29/2020

Common Stock

5,222

$ 0

10,444

D

Employee Stock Option

$ 36.96

02/15/2013

M

5,444

01/27/2011(5)

01/27/2021

Common Stock

5,444

$ 0

10,888

D

Employee Stock Option

$ 41.64

02/15/2013

M

5,915

01/30/2012(6)

01/30/2022

Common Stock

5,915

$ 0

17,745

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Schoen Timothy M 3760 KILROY AIRPORT WAY SUITE 300 LONG BEACH, CA 90806			EVP and CFO

Signatures

Troy E. McHenry, VP, Corporate Counsel (Power of Attorney)		02/20/2013
**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)	The price reported in Column 4 is a weighted average sales price. These shares were sold in multiple transactions at sale prices ranging from $47.1700 to $ 47.8012. 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.
(2)	Stock options vest 20% annually commencing on the first anniversary of the January 25, 2008 grant date and are fully exercisable.
(3)	Stock options vest 20% annually commencing on the first anniversary of the January 30, 2009 grant date.
(4)	Stock options vest 20% annually commencing on the first anniversary of the January 29, 2010 grant date.
(5)	Stock options vest 25% annually commencing on the first anniversary of the January 27, 2011 grant date.
(6)	Stock options vest 25% annually commencing on the first anniversary of the January 30, 2012 grant date.

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