Douglas Emmett Inc — Director's Dealing 2011

Apr 13, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Douglas Emmett Inc (DEI)
CIK: 0001364250
Period of Report: 2011-04-08

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
2011-04-08	Common Stock	C	120000	—	Acquired	4187257	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-04-08	Partnership Common Units	$0	C	120000	Disposed		Common Stock (120000)	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") in Douglas Emmett Partnership, LP, a Delaware limited partnership whose general partner is wholly owned by Issuer. OP Units are convertible into common stock on a one-for-one basis without consideration. See also Footnote 2.

F2: Beneficial ownership includes: (1) the Dan A. Emmett Revocable Living Trust of November 21, 1985 (the "Trust") owns 3,910,507 shares; (2) the Emmett Foundation of which the Reporting Person is president owns 28,750 shares; (3) Rivermouth, of which the Trust is the general partner, owns 160,000 shares; & (4) certain trusts (the "Children's Trusts") for the Reporting Person's children for which he is a trustee own 88,000 shares. Reporting Person disclaims beneficial ownership of all shares held by the Foundation, the Children's Trusts and, except to the extent of his pecuniary interest therein, Rivermouth. Excludes: (1) 12,938,050 OP Units of which the Reporting Person disclaims 382,425 OP Units held by the Children's Trusts and his spouse's trust; (2) except to the extent his pecuniary interest therein, 2,697,288 OP Units held by Rivermouth; and (3) 255,511 vested stock options (right to buy).

F3: Conversion of OP Units acquired by Rivermouth on October 30, 2006.

F4: Not applicable.