Douglas Emmett Inc — Director's Dealing 2011

Apr 30, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Douglas Emmett Inc (DEI)
CIK: 0001364250
Period of Report: 2011-04-27

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
2011-04-27	Common Stock	S	40000	$20.32	Disposed	4147257	Indirect
2011-04-27	Common Stock	S	100000	$20.32	Disposed	4047257	Indirect

Footnotes

F1: The sales reported in this Form 4 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 sold by Rivermouth Partners, a California limited partnership ("Rivermouth"), of which the Emmett Living Trust is the general partner.

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

F4: Shares of Issuer's common stock ("Shares") beneficially owned by the Reporting Person: (i) 3,810,507 Shares owned by the Dan A. Emmett Revocable Living Trust of November 21, 1985; (ii) 28,750 Shares owned by the Foundation, all of which are disclaimed by the Reporting Person; (iii) 120,000 Shares owned by Rivermouth which are disclaimed by the Reporting Person except to the extent of his pecuniary interest therein; and (iv) 88,000 Shares owned by certain trusts for the Reporting Person's children for which he is a trustee but disclaims beneficial ownership. Ownership does not include 12,938,050 partnership common units ("OP Units") of Douglas Emmett Properties, LP beneficially owned by the Reporting Person, of which he disclaims 3,079,713 OP Units, except to the extent his pecuniary interest therein, which are exchangeable on a one-for-one basis for Shares. Ownership excludes 255,511 vested stock options (right to buy).