Douglas Emmett Inc — Director's Dealing 2011

Dec 1, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Douglas Emmett Inc (DEI)
CIK: 0001364250
Period of Report: 2011-11-28

Reporting Person: Emmett Dan A (Director, Chairman of the Board, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-11-28	Common Stock	S	100000	$17.34	Disposed	3217257	Indirect
2011-11-28	Common Stock	S	40000	$17.36	Disposed	3177257	Indirect

Footnotes

F1: The sales reported herein were effected pursuant to Rule 10b5-1 trading plans entered into by the Reporting Person and an entity affiliated with the Reporting Person as of December 22, 2010.

F2: Shares of Issuer's common stock ("Shares") sold by the Dan A. Emmett Revocable Living Trust dated November 21, 1985 (the "Emmett Living Trust").

F3: Shares sold by Rivermouth Partners, a CA limited partnership ("Rivermouth"), of which the Emmett Living Trust is the general partner.

F4: Following the sales reported herein, the Reporting Person continued to beneficially own 15,927,181 common stock equivalents, including common stock, partnership common units of Douglas Emmett Properties, LP ("OP Units"), and long term incentive plan units ("LTIP Units"), subject to vesting and the ownership disclaimer in Footnote 5.

F5: Ownership includes: (i) 2,930,507 Shares owned by the Emmett Living Trust; (ii) 128,750 Shares owned by the Emmett Foundation, a CA charitable organization, and disclaimed by the Reporting Person; (iii) 40,000 Shares owned by Rivermouth which are disclaimed by the Reporting Person except to the extent of his pecuniary interest therein; and (iv) 78,000 Shares owned by certain trusts for the Reporting Person's children for which he is a trustee but as to which he disclaims beneficial ownership. Ownership excludes: (i) 12,741,932 OP Units beneficially owned by the Reporting Person, of which he disclaims, except to the extent his pecuniary interest therein, 2,879,713 OP Units held by Rivermouth and certain trusts for the Reporting Person's spouse and children, (ii) 7,992 LTIP Units some of which are subject to vesting, and (iii) 255,511 vested stock options (right to buy). OP Units and LTIP Units are exchangeable on a one-for-one basis for Issuer's common stock.