Douglas Emmett Inc — Director's Dealing 2011

Jul 29, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Douglas Emmett Inc (DEI)
CIK: 0001364250
Period of Report: 2011-07-27

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
2011-07-26	Common Stock	C	200000	—	Acquired	3877257	Indirect
2011-07-27	Common Stock	S	100000	$20.817	Disposed	3777257	Indirect
2011-07-27	Common Stock	S	40000	$20.812	Disposed	3737257	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-07-26	Partnership Common Units	$0	C	200000	Disposed		Common Stock (200000)	Indirect

Footnotes

F1: Common stock of the Issuer acquired by Rivermouth Partners, a CA limited partnership ("Rivermouth"), upon conversion of limited partnership units ("OP Units") of Douglas Emmett Properties, LP, a Delaware limited partnership whose general partner is wholly owned by Issuer. OP Units are convertible into common stock of Issuer on a one-for-one basis without consideration.

F2: 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.

F3: Shares sold by the Dan A. Emmett Revocable Living Trust dated November 21, 1985 (the "Emmett Living Trust").

F4: Shares sold by Rivermouth Partners, a CA limited partnership ("Rivermouth"), of which the Emmett Living Trust is the general partner.

F5: Ownership includes: (i) 3,330,507 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) 200,000 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: 12,741,932 partnership common units ("OP Units") of Douglas Emmett Properties, LP 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 which are exchangeable on a one-for-one basis for Issuer's common stock. Ownership excludes 255,511 vested stock options (right to buy).

F6: Convrsion of OP Units acquired by Rivermouth on October 30, 2006.

F7: Not applicable.

F8: OP Units have no expiration date.