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Filing Details

Accession Number:: 0001209191-17-005214
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2017-01-23 20:32:32
Reporting Period:: 2017-01-19

Filing Date:: 2017-01-23
Accepted Time:: 2017-01-23 20:32:32
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	Acquisiton	2017-01-19	300,000	$0.00	1,801,265	No	4	J	Indirect	See footnote 6.
Common Stock	Disposition	2017-01-19	100,000	$37.16	1,701,265	No	4	S	Indirect	See footnote 6.

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	J	Indirect	See footnote 6.
No	4	S	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	2017-01-19	300,000	$0.00	300,000	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
4,057,770			No	4	J	Indirect

Footnotes

Common stock ("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 ("Shares") of Common Stock 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.
The sales reported herein were effected pursuant to a Rule 10b5-1 trading plan entered into by the Trust as of November 23, 2016.
The aggregate number 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 $36.93 to $37.335 per share. Full information regarding the number of Shares sold at each price shall be provided to the Securities and Exchange Commission Staff, Issuer or any security holder, upon request.
Following the sales reported herein, Reporting Person continues to beneficially own 5,768,980 Common Stock equivalents, including Common Stock of Issuer, OP Units of the Operating Partnership, and long term incentive plan units ("LTIP Units") of the Operating Partnership. Upon vesting and certain additional criteria, each LTIP Unit can be converted into one OP Unit. Upon the occurrence of certain events, OP Units are redeemable by the holder, without consideration, for an equivalent number of Shares or for the cash value of such Shares, at Issuer's option.
Shares beneficially owned include (i) an aggregate of 1,629,265 Shares owned by the Trust and a community property trust with Reporting Person's spouse, and (ii) 72,000 Shares owned by certain trusts f/b/o Reporting Person's children of which Reporting Person is a trustee with voting and investment power but disclaims beneficial ownership. Derivative securities beneficially owned include (i) 4,057,770 OP Units, including 810,126 OP Units held by trusts f/b/o Reporting Person's spouse and children (the "Trusts") of which Reporting Person disclaims beneficial ownership, except to the extent of his pecuniary interest therein; (ii) 6,689 LTIP Units and 70,121 stock options granted pursuant to Issuer's 2006 Omnibus Stock Incentive Plan, as amended; and (iii) 3,256 LTIP Units granted pursuant to Issuer's 2016 Omnibus Stock Incentive Plan.
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.
OP Units of the Operating Partnership tendered by the Trust for redemption and exchange in accordance with the terms of the Limited Partnership Agreement of the Operating Partnership.
Not applicable.
Reporting Person's beneficial ownership includes (i) 810,126 OP Units held by the Trusts of which Reporting Person is a trustee, (ii) 70,121 stock options and 6,689 LTIP Units granted under Issuer's 2006 Omnibus Stock Incentive Plan, as amended, and (iii) 3,256 LTIP Units granted under Issuer's 2016 Omnibus Stock Incentive Plan. Reporting Person disclaims beneficial ownership of OP Units held by the Trusts, except to the extent of his pecuniary interest, if any, therein.