SecProbe.io

June 16, 2010
 Victor J. Coleman Chief Executive Officer Hudson Pacific Properties, Inc.
11601 Wilshire Blvd., Suite 1600
Los Angeles, California 90025
Re: Hudson Pacific Properties, Inc.
Amendment No. 4 to Registrati on Statement on Form S-11
Filed June 11, 2010 Amendment No. 5 to Registrati on Statement on Form S-11
Filed June 14, 2010
  File No. 333-164916

Dear Mr. Coleman:

We have reviewed your registration statem ent and have the following comments.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.
 Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe  our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
 After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments, we may have additional comments.
Cover Page of Prospectus

1. Please note that only the names of the lead or managing underwriters should appear on the cover page.  Please revise accordingl y and confirm that you will not include the
names of the underwriters in the syndicate on th e cover page in the final prospectus that
you distribute to investors.

Victor J. Coleman
Hudson Pacific Properties, Inc.
June 16, 2010 Page 2

Our Competitive Strengths, page 3

2. We note your statement on page 3 that your se nior management will own approximately
3.9% of your common stock on a fully diluted basis and the statement on page 5 that the Farallon Funds will own an approximate 37.7% beneficial interest in your company on a fully diluted basis.  These percentages do not appear to correspond exactly with the percentages included in your ownership char t on page 15.  Please revise or advise.
Our Properties, page 7
3. We have read and considered your response to comment 2 in our letter dated June 9,
2010.  It is unclear how you calculated the annuali zed net effective rent per leased square
foot for the 875 Howard Street uncommenced leases as well as the annualized net
effective rent for the Technicolor Building and Tierrasanta.  Given that net effective rent
usually takes into considerat ion free rent periods and abat ements, it would appear that
annualized rent per leased square foot should be greater than the a nnualized net effective
rent per leased square  foot.  Please advise.
Formation Transactions, page 9
4. We note that, pursuant to se parate contribution agreemen ts, your operating partnership
will acquire a 100% ownership inte rest in the initial properties in exchange for shares of
common stock, common units, series A prefe rred units and cash.  Please revise your
disclosure on page 9 to pr ovide the aggregate amount of (i) common stock, (ii) common
units, (iii) series A preferred units and (iv) cash.
Distribution Policy, page 52
5. We note the revisions made to address commen t 4 in our letter dated June 9, 2010.  Since
your disclosure now represents the actu al contractual oblig ations for tenant
improvements, we are unclear why you have cont inued to include a ta bular disclosure of
the average tenant improvement costs and l easing commissions in your footnote as this
information does not support the amounts incl uded in your distribution table.  Please
revise.
6. We have read and considered your response to comment 7 in our letter dated June 9,
2010.  We note on page 51 that you have indicat ed that management has executed a term
sheet with the current lenders to extend th e maturity under this loan through March 14,
2011.  Please revise your disclosure to state, if true, that management executed a loan
agreement with the lender extending the maturity date of the loan.
7. Further to our comment above, at a minimum footnote disclosure or expanded disclosure to the preamble of your distribut ion table should be made to discuss the maturity date of
the loan and the company’s executed agreement to extend the maturity.

Victor J. Coleman
Hudson Pacific Properties, Inc.
June 16, 2010 Page 3

Dilution, page 57
8. Refer to footnote (1).  Please disclose the number of shares of the company’s common stock that will be held by th e continuing investors in the H udson Pacific Predecessor that
was used in calculating net tangible book value.
Hudson Pacific Properties, Inc.
Notes to Pro Forma Consolidated Financial Statements
Adjustment E, page F-9
9. As previously requested in our lette rs dated April 9, 2010, and May 12, 2010, please
disclose the estimated number of shares used to calculate gross proceeds.  Similarly, expand note (II) to present a reconciliati on demonstrating how you determined the
number of pro forma weighted average shares outstanding.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.                Notwithstanding our comments, in the event you request accelera tion of the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:
ƒ should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission from taking any action with respect
to the filing;

ƒ the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

ƒ the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those requesti ng acceleration are aware of their respective responsibilities under

Victor J. Coleman
Hudson Pacific Properties, Inc. June 16, 2010 Page 4

the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the registration statement.
You may contact Yolanda Cr ittendon, Staff Accountant, at (202) 551-3472, or Cicely
LaMothe, Accounting Branch Chief, at ( 202) 551-3413, if you have questions regarding
comments on the financial statements and related ma tters.  With respect to questions relating to
our comment regarding the Invest ment Company Act, please contact Rochelle Plesset in the
Division of Investment Manageme nt at (202) 551-6840.  Please c ontact Erin Martin, Attorney-
Advisor, at (202) 551-3391 or me at (202) 551-3401 with any other questions.

     S i n c e r e l y ,
Jennifer Gowetski Senior Counsel
 cc: Julian T.H. Kleindorfer, Esq.      Bradley A. Helms, Esq.      Latham & Watkins, LLP      Via facsimile (213) 891-8763