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Filing Details

Accession Number:: 0001181431-12-066933
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2012-12-21 20:39:22
Reporting Period:: 2012-12-19

Filing Date:: 2012-12-21
Accepted Time:: 2012-12-21 20:39:22
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1364250	Douglas Emmett Inc	DEI	Real Estate Investment Trusts (6798)	203073047

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1378407	A Dan Emmett	808 Wilshire Boulevard Suite 200 Santa Monica CA 90401	Chairman Of The Board	Yes	Yes	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2012-12-19	480,000	$0.00	3,377,257	No	4	C	Indirect	See footnote 6.
Common Stock	Disposition	2012-12-20	40,000	$23.31	3,337,257	No	4	S	Indirect	See footnote 6.
Common Stock	Disposition	2012-12-20	100,000	$23.31	0	No	4	S	Indirect	See footnote 6.
Common Stock	Disposition	2012-12-21	109,000	$0.00	3,215,257	No	5	G	Indirect	See footnote 6.

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	C	Indirect	See footnote 6.
No	4	S	Indirect	See footnote 6.
No	4	S	Indirect	See footnote 6.
No	5	G	Indirect	See footnote 6.

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Partnership Common Units	Disposition	2012-12-19	480,000	$0.00	480,000	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
10,686,475			No	4	C	Direct

Footnotes

Common stock acquired upon redemption of Partnership Common Units ("OP Units') of Douglas Emmett Properties, LP, a Delaware limited partnership (the "Operating Partnership"). Issuer is the sole stockholder of the general partner of the Operating Partnership.
The sales reported herein were effected pursuant to Rule 10b5-1 trading plans entered into by Reporting Person and an entity affiliated with Reporting Person as of December 8, 2011.
Shares sold by Rivermouth Partners, LP, a California limited partnership ("Rivermouth"), of which Rivermouth Management, LLC (the "Rivermouth LLC") is the general partner. Mr. Emmett is the chief executive officer and president of Rivermouth LLC.
Shares of Issuer's common stock ("Shares") sold by the Trust.
Following the transactions reported herein, subject to the ownership disclaimer in Footnote 6, the Reporting Person continues to beneficially own 13,910,754 common stock equivalents, including common stock, partnership common units ("OP Units") of Douglas Emmett Properties, LP, and long term incentive plan units ("LTIP Units"). Upon the occurrence of certain events, OP Units and LTIP Units are redeemable, without consideration, by the holder for an equivalent number of Shares, or for the cash value of such Shares, at Issuer's election.
Ownership: 2,347,507 Shares held by the Trust; 315,750 Shares held by the Emmett Foundation, a CA charitable organization, and disclaimed by Reporting Person; 480,000 Shares held by Rivermouth but disclaimed by Reporting Person except to the extent of his pecuniary interest therein; 72,000 Shares held by trusts f/b/o Reporting Person's children of which Reporting Person has voting and investment power but disclaims beneficial ownership. Beneficial ownership of derivative securities: 10,686,475 OP Units of which Reporting Person disclaims, except to the extent of his pecuniary interest, 1,537,288 OP Units held by Rivermouth and 810,126 OP Units held by trusts for his spouse & children; 9,022 LTIP Units some of which are subject to vesting; 271,726 vested stock options. Upon the occurrence of certain events, OP Units and LTIP Units are redeemable, without consideration, by holder for an equivalent number of Shares or the cash value of such Shares, at Issuer's election.
OP Units redeemed by and converted into common stock of Issuer. Upon the occurrence of certain events, OP Units are redeemable, without consideration, for an equivalent number of shares of Issuer's common stock or for the cash value of such shares, at Issuer's election.
Not applicable.
See also footnote 6.