Douglas Emmett Inc — Director's Dealing 2006

Nov 2, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Douglas Emmett Inc (DEI)
CIK: 0001364250
Period of Report: 2006-10-30

Reporting Person: Emmett Dan A (Director, Chairman of the Board)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-10-30	Common Stock	J	50	$1.00	Disposed	0	Direct
2006-10-30	Common Stock	J	5475507	—	Acquired	5475507	Indirect
2006-10-30	Common Stock	J	36638	—	Acquired	5512145	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-10-30	Option (Right-to-Buy)	$21.00	A	177778	Acquired	2016-10-30	Common Stock (177778)	Direct
2006-10-30	Long-Term Incentive Units	$	A	30000	Acquired		Common Stock (30000)	Direct
2006-10-30	Partnership Units	$	J	21360	Acquired		Common Stock (21360)	Indirect
2006-10-30	Partnership Units	$	J	16126	Acquired		Common Stock (16126)	Indirect
2006-10-30	Partnership Units	$	J	9777682	Acquired		Common Stock (9777682)	Indirect
2006-10-30	Partnership Units	$	J	99595	Acquired		Common Stock (99595)	Indirect
2006-10-30	Partnership Units	$	J	24561	Acquired		Common Stock (24561)	Indirect
2006-10-30	Partnership Units	$	J	99595	Acquired		Common Stock (99595)	Indirect
2006-10-30	Partnership Units	$	J	94045	Acquired		Common Stock (94045)	Indirect
2006-10-30	Partnership Units	$	J	3317288	Acquired		Common Stock (3317288)	Indirect
2006-10-30	Partnership Units	$	J	99595	Acquired		Common Stock (99595)	Indirect
2006-10-30	Partnership Units	$	J	99595	Acquired		Common Stock (99595)	Indirect

Footnotes

F1: Shares of common stock issued in the initial capitalization of the Issuer were redeemed by the Issuer at the initial issuance price of $1.00 per share.

F2: The shares of common stock were received in exchange for the direct or indirect contribution to Douglas Emmett Properties, LP, of which the Issuer is sole stockholder of the general partner, of certain partnership, membership or ownership interests in certain partnerships, limited liability companies or corporations which own and manage, directly or indirectly, certain properties in southern California and Honolulu, Hawaii. The value of the common stock was $21.00 per share as of the Transaction Date, based on the price of the common stock of the Issuer at the time of the Issuer's initial public offering.

F3: The Reporting Person has voting and investment control over all such shares. The Reporting Person disclaims beneficial ownership except to the extent of his pecuniary interest therein.

F4: Represents long-term incentive units ("LTIP Units") in Douglas Emmett Properties, LP, a Delaware limited partnership (the "Operating Partnership"). The Issuer is the sole stockholder of the general partner of the Operating Partnership. LTIP Units will initially not have full parity with common limited partnership units of the Operating Partnership; however, long-term incentive units may over time achieve full parity with common units in the Operating Partnership for all purposes, and thereafter may be converted into an equal number of common units of the Operating Partnership on a one-for-one basis at any time. Common limited partnership units of the Operating Partnership are redeemable commencing fourteen months from the Transaction Date for cash based on the fair market value of an equivalent number of shares of the Issuer's common stock, or, at the election of the Issuer, an equal number of shares of the Issuer's common stock.

F5: LTIP Units are convertible to common stock of the Issuer on a one-for-one basis.

F6: Not applicable.

F7: Represents limited partnership units ("LP Units") in Douglas Emmett Properties, LP, a Delaware limited partnership (the "Operating Partnership"). The Issuer is the sole stockholder of the general partner of the Operating Partnership. LP Units are redeemable fourteen months from the Transaction Date for cash based on the fair market value of an equivalent number of shares of the Issuer's common stock, or, at the election of the Issuer, an equal number of shares of the Issuer's common stock.

F8: LP Units are convertible to common stock of the Issuer on a one-for-one basis.

F9: The LP Units were received in exchange for the direct or indirect contribution to Douglas Emmett Properties, LP, of which the Issuer is the sole stockholder of the general partner, of certain partnership, membership or ownership interests in certain partnerships, limited liability companies or corporations which own and manage, directly or indirectly, certain properties in southern California and Honolulu, Hawaii. The value of the LP Units was $21.00 per LP Unit as of the Transaction Date, based on the price of the common stock of the Issuer at the time of the Issuer's initial public offering.

F10: The Reporting Person has voting and investment control over all such LP Units. The Reporting Person disclaims beneficial ownership except to the extent of his pecuniary interest therein.