Douglas Emmett Inc — Director's Dealing 2011

Jun 2, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Douglas Emmett Inc (DEI)
CIK: 0001364250
Period of Report: 2011-05-19

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
2011-05-19	Common Stock	G	180000	$20.52	Disposed	3957257	Indirect
2011-05-27	Common Stock	S	100000	$20.56	Disposed	3857257	Indirect
2011-05-27	Common Stock	S	40000	$20.56	Disposed	3817257	Indirect

Footnotes

F1: Gifts made by the Dan A. Emmett Revocable Living Trust of November 21, 1985 (the "Emmett Living Trust").

F2: See Footnote 6.

F3: The sales reported herein were effected pursuant to Rule 1-b5-1 trading plans entered into by the Reporting Person and an entity affiliated with the Reporting Person as of December 22, 2010.

F4: Shares sold by the Emmett Living Trust.

F5: Shares sold by Rivermouth Partners, a CA limited partnership ("Rivermouth"), of which the Emmett Living Trust is the general partner.

F6: Ownership includes: (i) 3,530,507 shares owned by the Emmett Living Trust; (ii) 128,750 shares owned by the Emmett Foundation, a CA charitable organization, which are disclaimed by the Reporting Person; (iii) 80,000 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 disclaims beneficial ownership. Ownership excludes: 12,938,050 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, 3,079,713 OP Units held by Rivermouth and certain trusts for the Reporting Person's spouse and children and which are exchangeable on a one-for-one basis for Shares. Ownership excludes 255,511 vested stock options (right to buy).