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Filing Details

Accession Number:: 0001181431-14-032498
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2014-09-22 22:29:23
Reporting Period:: 2014-09-18

Filing Date:: 2014-09-22
Accepted Time:: 2014-09-22 21:29:23
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	2014-09-18	79,071	$26.51	2,628,986	No	4	S	Indirect	See footnote 10.
Common Stock	Disposition	2014-09-18	31,629	$26.51	2,597,357	No	4	S	Indirect	See footnote 10.
Common Stock	Disposition	2014-09-19	20,929	$26.48	2,576,428	No	4	S	Indirect	See footnote 10.
Common Stock	Disposition	2014-09-19	8,371	$26.48	2,568,057	No	4	S	Indirect	See footnote 10.
Common Stock	Acquisiton	2014-09-19	300,000	$0.00	2,868,057	No	4	J	Indirect	See footnote 10.
Common Stock	Acquisiton	2014-09-19	120,000	$0.00	2,988,057	No	4	J	Indirect	See footnote 10.

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
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	J	Indirect	See footnote 10.
No	4	J	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	2014-09-19	300,000	$0.00	300,000	$0.00
Common Stock	Partnership Common Units	Disposition	2014-09-19	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
7,804,965			No	4	J	Indirect
7,684,965			No	4	J	Indirect

Footnotes

The sales reported herein were effected pursuant to Rule 10b5-1 trading plans entered into by Reporting Person and Rivermouth Partners, a California limited partnership ("Rivermouth"), as of December 18, 2012.
The aggregate of shares of common stock of Issuer (the "Shares") sold by the Dan A. Emmett Revocable Living Trust (the "Trust") on the same day at different prices.
Represents the weighted average sales price. The Shares were sold at prices ranging from $26.37 to $26.85 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.
The aggregate of Shares sold by by Rivermouth on the same day at different prices.
Represents the weighted average sales price. The Shares were sold at prices ranging from $26.37 to $26.58 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.
Shares of Issuer acquired by the Trust upon redemption of OP Units (defined below).
Acquisition of Shares by Rivermouth upon redemption of OP Units (defined below).
In the Form 4 filed 8/27/2014, Reporting Person inadvertently reported beneficial ownership of 2,708,058 Shares whereas the correct number was 2,708,057 Shares. Beneficial ownership in this Form 4 is based on the correct number of Shares
Following the transactions reported herein, Reporting Person continued to beneficially own 10,681,288 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) 2,327,307 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 7,684,965 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.
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.
In accordance with the provisions of the Limited Partnership Agreement (the "LP 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 for for the cash value of such Shares, at Issuer's option.
OP Units held by the Trust redeemed for Shares in accordance with the terms of the LP Agreement.
Not applicable.
OP Units of the Operating Partnership held by Rivermouth redeemed for Shares in accordance with the provisions of the LP Agreement.