Douglas Emmett Inc — Director's Dealing 2011

Jan 24, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Douglas Emmett Inc (DEI)
CIK: 0001364250
Period of Report: 2011-01-18

Reporting Person: RICH ANDREA L (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-01-18	Long Term Incentive Plan Units	$	A	4922	Acquired		Common Stock (4922)	Direct

Footnotes

F1: Represents long-term incentive plan units ("LTIP Units") in Douglas Emmett Properties, LP, a DE limited partnership (the "Operating Partnership"). The Issuer is the sole stockholder of the general partner of the Operating Partnership. LTIP Units have full parity with the common limited partnership units (the "Common Units") for all purposes and may be converted into an equal number of Common Units on a one-for-one basis at any time. Upon notice of redemption, Common 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 the Issuer's common stock.

F2: LTIP Units are convertible into common stock of the Issuer on a one-for-one basis beginning two years from date of grant.

F3: LTIP Units will vest one-quarter in equal installments on each of March 31, 2011, June 30, 2011, September 30, 2011, and December 31, 2011.

F4: Not applicable.