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Filing Details

Accession Number:: 0001181431-14-024820
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2014-06-23 21:36:52
Reporting Period:: 2014-05-27

Filing Date:: 2014-06-23
Accepted Time:: 2014-06-23 21:36:52
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	No	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	Disposition	2014-05-27	57,000	$0.00	2,721,257	No	5	G	Indirect	See footnote 10.
Common Stock	Acquisiton	2014-06-19	300,000	$0.00	3,021,257	No	4	J	Indirect	See footnote 10.
Common Stock	Acquisiton	2014-06-19	120,000	$0.00	3,141,257	No	4	J	Indirect	See footnote 10.
Common Stock	Disposition	2014-06-19	67,786	$28.49	3,073,471	No	4	S	Indirect	See footnote 10.
Common Stock	Disposition	2014-06-19	27,114	$28.49	3,046,357	No	4	S	Indirect	See footnote 10.
Common Stock	Disposition	2014-06-20	28,357	$28.59	3,018,000	No	4	S	Indirect	See footnote 10.
Common Stock	Disposition	2014-06-20	11,343	$28.59	3,006,657	No	4	S	Indirect	See footnote 10.
Common Stock	Disposition	2014-06-23	3,857	$28.66	3,002,800	No	4	S	Indirect	See footnote 10.
Common Stock	Disposition	2014-06-23	1,543	$28.66	3,001,257	No	4	S	Indirect	See footnote 10.

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	5	G	Indirect	See footnote 10.
No	4	J	Indirect	See footnote 10.
No	4	J	Indirect	See footnote 10.
No	4	S	Indirect	See footnote 10.
No	4	S	Indirect	See footnote 10.
No	4	S	Indirect	See footnote 10.
No	4	S	Indirect	See footnote 10.
No	4	S	Indirect	See footnote 10.
No	4	S	Indirect	See footnote 10.

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	2014-06-19	300,000	$0.00	300,000	$0.00
Common Stock	Partnership Common Units	Disposition	2014-06-19	120,000	$0.00	120,000	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
8,224,965			No	4	J	Direct
8,104,965			No	4	J	Direct

Footnotes

Acquisition of shares (the "Shares") common stock of Issuer by the Dan A. Emmett Revocable Living Trust (the "Trust") upon redemption of Partnership Common Units (OP Units") of Douglas Emmett Properties, LP (the "Operating Partnership"). Issuer is the sole stockholder of the general partner of the Operating Partnership. Pursuant to the Limited Partnership Agreement of the Operating Partnership, upon the occurrence of certain events, OP 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.
Acquisition of Shares by Rivermouth Partners, a California limited partnership ("Rivermouth") upon redemption of OP Units. The Reporting Person is the president of the manager of the general partner of Rivermouth. See also footnote 1 regarding redemption of OP Units.
The sales reported herein were effected pursuant to Rule 10b5-1 trading plans entered into by Reporting Person and Rivermouth as of December 18, 2012.
Represents the aggregate of sales effected by the Trust on the same day at different prices.
Represents the weighted average sales price. The Shares were sold at prices ranging from $28.125 to $28.61 per share. Full information regarding the number of Shares sold at each price shall be provided to the Securities and Exchange Commission staff (the "Staff"), Issuer, or a security holder of Issuer, upon request.
Represents the aggregate of sales effected by Rivermouth on the same day at different prices.
Represents the weighted average sales price. The Shares were sold at prices ranging from $28.38 to $28.605 per share. Full information regarding the number of Shares sold at each price shall be provided to the Staff, Issuer, or a security holder of Issuer, upon request.
Represents the weighted average sales price. The Shares were sold at prices ranging from $28.50 to $28.76 per share. Full information regarding the number of Shares sold at each price shall be provided to the Staff, Issuer, or a security holder of Issuer, upon request.
Following the sales reported herein, Reporting Person continued to beneficially own 11,114,488 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.
Shares beneficially owned by Reporting Person include (i) 2,340,507 Shares owned by the Trust; (ii) 468,750 Shares owned by the Emmett Foundation, a California charitable organization, and disclaimed by Reporting Person; (iii) 120,000 Shares owned by Rivermouth and disclaimed by Reporting Person except to the extent of his pecuniary interest therein; and (iv) 72,000 Shares owned by certain trusts for the benefit of Reporting Person's spouse and children of which the Reporting Person is a trustee and has voting and investment power but disclaims beneficial ownership. Derivative securities beneficially owned include 8,104,965 OP Units, 8,266 LTIP Units some of which are subject to vesting, and 274,355 vested stock options (right to buy). 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.
OP Units held by the Trust.
In accordance with the Limited Partnership Agreement of the Operating Partnership, upon the occurrence of certain events, OP 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.
Not applicable.
OP Units held by Rivermouth.
See also footnote 10.