Douglas Emmett Inc — Director's Dealing 2007

Jan 5, 2007

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Douglas Emmett Inc (DEI)
CIK: 0001364250
Period of Report: 2007-01-01

Reporting Person: Mehreteab Ghebre Selassie (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2007-01-02	Long-Term Incentive Plan Units	$	A	1880	Acquired		Common Stock (1880)	Direct
2007-01-01	Long Term Incentive Plan Units	$	A	325	Acquired		Common Stock (325)	Direct

Footnotes

F1: Represents long-term incentive plan units ("LTIP Units") in Douglas Emmett Properties, LP, a DE limited partnership (the "Operating Partnership"). The Issuer is the sole stockholder of the general partner of the Operating Partnership. Initially, LTIP Units will not have full parity with the common limited partnership units (the "Common Units") of the Operating Partnership. However, LTIP Units may over time achieve full parity with Common Units for all purposes, and thereafter may be converted into an equal number of Common Units on a one-for-one basis at any time. Common Units are redeemable commencing 14 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.

F2: LTIP Units are convertible into common stock of the Issuer on a one-for-one basis.

F3: 1,880 LTIP Units will vest one-quarter in equal installments on each of March 31, 2007, June 30, 2007, September 30, 2007, and December 31, 2007.

F4: Not applicable.

F5: The Reporting Person also owns 7,500 LTIP Units which vest in three equal annual installments on October 30 of 2007, 2008, and 2009.

F6: 325 LTIP Units are fully vested and exerciable as of January 1, 2007.