Douglas Emmett Inc — Director's Dealing 2012

Dec 29, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Douglas Emmett Inc (DEI)
CIK: 0001364250
Period of Report: 2012-12-21

Reporting Person: Panzer Kenneth M (Director, Chief Operating Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-12-21	Long Term Incentive Plan Units	$	A	237479	Acquired		Common Stock (237479)	Direct

Footnotes

F1: Long Term Incentive Plan Units ("LTIP Units") granted pursuant to Issuer's 2006 Omnibus Stock Incentive Plan, as amended.

F2: LTIP Units in Douglas Emmett Properties, LP, a DE limited partnership (the "Operating Partnership"). Issuer is the sole stockholder of the general partner of the Operating Partnership. LTIP Units have full parity with partnership common units (the "OP Units") for all purposes and subject to vesting, may be converted into an equal number of OP Units on a one-for-one basis. Upon the occurrence of certain events, LTIP Units and OP Units are redeemable, without consideration, by the holder for an equivalent number of shares of Issuer's common stock or for the cash value of such shares, at Issuer's election.

F3: LTIP Units vested one-half on December 21, 2012, with the remainder vesting one-third in equal installments on December 31 of 2013, 2014 and 2015.

F4: Not applicable.

F5: Reporting Person also owns (i) 202,635 partially vested LTIP Units granted January 13, 2012, (ii) 70,128 LTIP Units granted January 18, 2011, (iii) 118,553 LTIP Units granted December 2, 2010, and (iv) 18,457 LTIP Units granted January 19, 2010.