Douglas Emmett Inc — Director's Dealing 2012

Aug 10, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Douglas Emmett Inc (DEI)
CIK: 0001364250
Period of Report: 2012-08-07

Reporting Person: ANDERSON CHRISTOPHER H (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-08-07	Common Stock	C	500000	—	Acquired	2853548	Indirect
2012-08-09	Common Stock	S	500000	$23.487	Disposed	2353548	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-08-07	Partnership Common Units	$0	C	500000	Disposed		Common Stock (500000)	Indirect

Footnotes

F1: Common stock acquired upon redemption of Partnership Common Units ("OP Units") of Douglas Emmett Properties, LP, a Delaware limited partnership (the "Operating Partnership"). Issuer is the sole stockholder of the general partner of the Operating Partnership.

F2: OP Units redeemed by and converted into common stock of Issuer. Upon the occurrence of certain events, 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: Not applicable.

F4: Reporting person also holds 7,101 long term incentive plan units ("LTIP Units") in the Operating Partnership. Upon the occurrence of certain events and vesting, LTIP 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.