Filing Details
- Accession Number:
- 0000899243-16-012216
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2016-01-26 18:28:29
- Reporting Period:
- 2016-01-21
- Filing Date:
- 2016-01-26
- Accepted Time:
- 2016-01-26 18:28:29
- 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
Sec. Name | Acquisiton - Disposition | Date | Amount | Price | Remaning Holdings | Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
---|---|---|---|---|---|---|---|---|---|---|
Common Stock | Disposition | 2015-12-24 | 161,600 | $0.00 | 2,262,561 | No | 5 | G | Indirect | See footnotes |
Common Stock | Acquisiton | 2015-12-24 | 117,100 | $0.00 | 2,379,661 | No | 5 | G | Indirect | See footnotes |
Common Stock | Acquisiton | 2016-01-21 | 300,000 | $0.00 | 2,679,661 | No | 4 | J | Indirect | See footnotes |
Common Stock | Acquisiton | 2016-01-21 | 120,000 | $0.00 | 2,799,661 | No | 4 | J | Indirect | See footnotes |
Common Stock | Disposition | 2016-01-21 | 67,500 | $27.72 | 2,732,161 | No | 4 | S | Indirect | See footnotes |
Common Stock | Disposition | 2016-01-21 | 27,000 | $27.72 | 2,705,161 | No | 4 | S | Indirect | See footnotes |
Common Stock | Disposition | 2016-01-22 | 32,500 | $28.35 | 2,672,661 | No | 4 | S | Indirect | See footnotes |
Common Stock | Disposition | 2016-01-22 | 13,000 | $28.35 | 2,659,661 | No | 4 | S | Indirect | See footnotes |
Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
---|---|---|---|---|
No | 5 | G | Indirect | See footnotes |
No | 5 | G | Indirect | See footnotes |
No | 4 | J | Indirect | See footnotes |
No | 4 | J | Indirect | See footnotes |
No | 4 | S | Indirect | See footnotes |
No | 4 | S | Indirect | See footnotes |
No | 4 | S | Indirect | See footnotes |
No | 4 | S | Indirect | See footnotes |
Reported Derivative Transactions
Sec. Name | Sec. Type | Acquisiton - Disposition | Date | Amount | Price | Amount - 2 | Price - 2 |
---|---|---|---|---|---|---|---|
Common Stock | Operating Partnership Units | Disposition | 2016-01-21 | 300,000 | $0.00 | 300,000 | $0.00 |
Common Stock | Operating Partnership Units | Disposition | 2016-01-21 | 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 |
---|---|---|---|---|---|---|
5,710,188 | No | 4 | J | Indirect | ||
5,590,188 | No | 4 | J | Indirect |
Footnotes
- Includes gift to the Emmett Foundation, a California charitable organization (the "Foundation"), of which the Reporting Person has sole voting and dispositive power. Beneficial ownership of shares held by the Foundation is disclaimed by the Reporting Person.
- Common stock of Issuer acquired by the Dan A. Emmett Revocable Trust (the "Trust") upon redemption and exchange of Partnership Common Units ("OP Units") of Douglas Emmett Properties, LP, a Delaware limited partnership (the "Operating Partnership"). Upon the occurrence of certain events, OP Units are redeemable and may be exchanged without consideration, by the holder, for an equivalent number of shares of Issuer's common stock (the "Shares"), or for the cash value of such Shares at Issuer's option. Issuer is the sole stockholder of the general partner of the Operating Partnership.
- Shares acquired by Rivermouth Partners, a California limited partnership ("Rivermouth") upon redemption and exchange of OP Units of the Operating Partnership. Reporting Person is president of the manager of the general partner of Rivermouth. See also footnote 1.
- The sales reported herein were effected pursuant to Rule 10b5-1 trading plans entered into by the Dan A Emmett Revocable Trust (the "Trust") and Rivermouth Partners, A California Limited Partnership ("Rivermouth"), as of November 18, 2014. Reporting Person is president of the manager of the general partner of Rivermouth.
- The aggregate of Shares sold by the Trust on the same day at different prices.
- Represents the weighted average sales price. The Shares were sold at prices ranging from $27.44 to $28.05 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 any security holder, upon request.
- The aggregate number of Shares sold by Rivermouth on the same day at different prices.
- Represents the weighted average sales price. The Shares were sold at prices ranging from $27.96 to $28.50 per share. Full information regarding the number of Shares sold at each price shall be provided to the Staff, Issuer or any security holder, upon request.
- Following the sales reported herein, Reporting Person continued to beneficially own 8,261,408 common stock equivalents, including common stock, partnership common units ("OP Units") of Douglas Emmett Properties, LP (the "Operating Partnership"), and long term incentive plan units ("LTIP Units") of the Operating Partnership. Upon the occurrence of certain events, OP Units and LTIP Units are redeemable and exchangeable, without consideration, by the holder for an equivalent number of Shares or for the cash value of such Shares, at Issuer's election. Issuer is the sole stockholder of the general partner of the Operating Partnership.
- Shares beneficially owned include (i) 1,756,811 Shares owned by the Trust; (ii) 750,850 Shares owned by the Emmett Foundation, a CA charitable organization, disclaimed by Reporting Person; (iii) 80,000 Shares owned by Rivermouth; (iv) 72,000 Shares owned by certain trusts f/b/o Reporting Person's spouse and children of which Reporting Person is a trustee with voting and investment power but disclaims beneficial ownership. Derivative securities beneficially owned include (i) 5,590,188 OP Units of which Reporting Person disclaims beneficial ownership, except to the extent of his pecuniary interest therein, 337,288 OP Units held by Rivermouth and 810,126 OP Units held by trusts f/b/o Reporting Person's spouse and children, 11,559 LTIP Units, and 274,355 stock options.
- OP Units of the Operating Partnership. Upon the occurrence of certain events, OP Units are redeemable and may be exchanged without consideration, by the holder, for an equivalent number of Shares, or for the cash value of such Shares at Issuer's option. Issuer is the sole stockholder of the general partner of the Operating Partnership.
- See footnote 11.
- OP Units tendered by the Trust for redemption and exchange for an equal number of Shares in accordance with the provisions of the Limited Partnership Agreement of the Operating Partnership.
- Not applicable.
- OP Units tendered by Rivermouth for redemption and exchange for an equal number of Shares in accordance with the provisions of the Limited Partnership Agreement of the Operating Partnership.
- Reporting Person's beneficial ownership of OP Units includes 337,288 OP Units held by Rivermouth and 810,126 OP Units held by certain trusts for the benefit of Reporting Person's spouse and children of which Reporting Person is a trustee. Reporting Person disclaims beneficial ownership of OP Units held by Rivermouth and such trusts, except to the extent of his pecuniary interest, if any, in such OP Units.