Douglas Emmett Inc — Director's Dealing 2011

Mar 17, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Douglas Emmett Inc (DEI)
CIK: 0001364250
Period of Report: 2011-03-16

Reporting Person: O HERN THOMAS E (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-03-16	Common Stock	C	6567	—	Acquired	37497	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-03-16	Partnership Common Units	$0	C	6567	Disposed		Common Stock (6567)	Direct

Footnotes

F1: Exchange of Partnership Common Units ("OP Units") in Douglas Emmett Properties, LP (the "Operating Partnership") into common stock of the Issuer. OP Units are exchangeable for common stock of the Issuer on a one-for-one basis without consideration.

F2: Not including Long Term Incentive Plan Units of the Operating Partnership equivalent to 22,078 shares of Issuer's common stock which, subject to vesting and certain other restrictions, are exchangeable for common stock of the Issuer on a one-for-one basis without consideration.

F3: Not applicable.

F4: The Issuer is the sole stockholder of the general partner of the Operating Partnership. Upon notice of redemption, OP Units are redeemable for cash based on the fair market value of an equivalent number of shares of the Issuer's common stock, or, at the election of the Issuer, for an equal number of shares of Issuer's common stock.