Specimen Stock Certificate


 EXHIBIT 4.1 
  


	 	 	SPECIMEN	 	 	 	 
				
	 	 	 HEALTH CARE PROPERTY INVESTORS, INC.
 Incorporated under the laws of the State of Maryland
	 	 	 	********* SHARES
	 NUMBER
  

	 	7.25% Series E Cumulative Redeemable Preferred Stock	 	 	 	 SEE REVERSE FOR CERTAIN DEFINITIONS
 AND RESTRICTIONS AND OTHER
 INFORMATION
  
 CUSIP: 421915 80 2


  
 THIS IS TO CERTIFY
THAT 
  
 ************ 
  
 is the record holder of *********** 
  
 FULLY PAID AND
NON-ASSESSABLE SHARES OF 7.25% SERIES E CUMULATIVE REDEEMABLE PREFERRED STOCK, PAR
VALUE $1.00 PER SHARE, OF 
  
 HEALTH CARE PROPERTY INVESTORS, INC., transferable on the books of the Corporation by the holder hereof, in person or by duly authorized attorney, upon surrender of this Certificate duly endorsed. This
Certificate is not valid until countersigned by the Transfer Agent and Registrar. 
  
 In Witness Whereof, the Corporation has caused this Certificate to be signed in facsimile by its duly authorized officers and a facsimile of its corporate seal. 
  
 Dated
                                        
                                  
  

	 Countersigned and Registered
 The Bank of New York, Transfer Agent and Registrar
  
 By:                                      
                                      
       Authorized Signature
	 	[Corporate Seal]	 	 /s/    KENNETH B.
ROATH        

 Chairman
  
 /s/    EDWARD J. HENNING        

 Senior Vice President, General Counsel
 and Corporate
Secretary




 CLASSES OF STOCK 
  
 The Corporation is authorized to issue more than one class of capital stock consisting of Common Stock and one or more series of
Preferred Stock. The Board of Directors is authorized to determine the preferences, limitations and relative rights of each series of Preferred Stock before the issuance of any such series of Preferred Stock. The Corporation will furnish, without
charge, to any stockholder making a request therefor, a copy of the Corporation’s Charter and a full statement with respect to designations and any preferences, conversion or other rights, voting powers, restrictions, limitations as to
dividends and other distributions, qualifications and terms and conditions of redemption of the stock of each class which the Corporation has the authority to issue and, since the Corporation is authorized to issue Preferred Stock in series, (i) the
differences in the relative rights and preferences between the shares of each series to the extent set, and (ii) the authority of the Board of Directors to set such rights and preferences of subsequent series. Request for such written statement may
be directed to the Secretary of the Corporation at its principal office. 
  
 RESTRICTION ON OWNERSHIP AND TRANSFER 
  
 The shares of Series E Preferred Stock represented by this certificate are subject to restrictions on beneficial and constructive ownership and transfer for the purpose of the Corporation’s maintenance of its status as a real estate
investment trust under the Internal Revenue Code of 1986, as amended (the “Code”). Subject to certain further restrictions and except as expressly provided in the Articles Supplementary for the Series E Preferred Stock, (i) no person may
beneficially own shares of the Corporation’s Series E Preferred Stock in excess of 9.8% (by value or by number of shares, whichever is more restrictive) of the outstanding Series E Preferred Stock of the Corporation; (ii) no person may
constructively own shares of the Corporation’s Series E Preferred Stock in excess of 9.8% (by value or by number of shares, whichever is more restrictive) of the outstanding Series E Preferred Stock of the Corporation; (iii) no person may
beneficially or constructively own Series E Preferred Stock that, taking into account any other capital stock of the Corporation beneficially or constructively owned by such person, would result in the Corporation being “closely held”
under Section 856(h) of the Code or otherwise cause the Corporation to fail to qualify as a REIT; and (iv) no person may transfer Series E Preferred Stock if such transfer would result in the capital stock of the Corporation being owned by fewer
than 100 persons. Any person who beneficially or constructively owns or attempts to beneficially or constructively own Series E Preferred Stock which causes or will cause a person to beneficially or constructively own Series E Preferred Stock in
excess of the above limitations must immediately notify the Corporation. If any of the restrictions on transfer or ownership are violated, the Series E Preferred Stock represented hereby in excess of such restrictions will be automatically
transferred to the trustee of a trust for the benefit of one or more charitable beneficiaries. In addition, the Corporation may redeem shares upon the terms and conditions specified by the Board of Directors in its sole discretion if the Board of
Directors determines that ownership or a transfer or other event may violate the restrictions described above. Furthermore, upon the occurrence of certain events, attempted transfers in violation of the restrictions described above may be void ab
initio. All terms in this legend which are defined in the Articles Supplementary for the Series E Preferred Stock shall have the meanings ascribed to them in such Articles Supplementary, as the same may be amended from time to time, a copy of which,
including the restrictions on transfer and ownership, will be furnished to each holder of Series E Preferred Stock on request and without charge. Requests for such a copy may be directed to the Secretary of the Corporation at its principal
office. 
  
 The following
abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations: 
  

								
	TEN COM	    	 –
	 	as tenants in common	  	UNIF GIFT MIN ACT	  	–	 	 	 	 Custodian
	 	 
	 	 	 	 	 	 	 	 	 	
	 	 	

	TEN ENT	    	 –
	 	as tenants by the entireties	  	 	  	 	 	        (Cust)        	 	 	 	        (Minor)        
	JT TEN	    	 –
	 	as joint tenants with right	  	 	  	 	 	 under Uniform Gifts to Minors

	 	    	 	 	of survivorship and not as	  	 	  	 	 	 Act                                      
                                      
 

	 	    	 	 	tenants in common	  	 	  	 	 	 	 	(State)	 	 

  
 Additional
abbreviations may also be used though not in the above list. 
  
 For value received,
                                        
                                        
                                        
                     hereby sell, assign and transfer unto 
  

	PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE	 	 	 	 
	
	 	 	 	 
			
	 	 	 	 	 
	
	 	 	 	 

  

 (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE) 
  


 

  

	
	 	shares

 of the 7.25% Series E Cumulative Redeemable Preferred Stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint _______________________________________________________________________________ Attorney to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises.

  
 DATED
                                        

  

			
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	 NOTICE:
	    	THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME(S) AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE
WHATEVER.	    	 


  

	
	Signature(s) Guaranteed:
                                        
                                        
                                        
        
		
	THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, BROKERS, SAVINGS ASSOCIATIONS AND CREDIT
UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15.