Douglas Emmett Inc — Director's Dealing 2012

Apr 10, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Douglas Emmett Inc (DEI)
CIK: 0001364250
Period of Report: 2012-02-08

Reporting Person: O HERN THOMAS E (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-08	Common Stock	C	8307	—	Acquired	45804	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-08	Partnership Common Units	$0	C	8307	Disposed		Common Stock (8307)	Direct

Footnotes

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

F2: Not including Long Term Incentive Plan Units of the Operating Partnership which, subject to vesting and certain other restrictions, are redeemable, without consideration, by the holder for an equivalent number of shares of common stock of Issuer or for the cash value of such common stock, at Issuer's election.

F3: Conversion of OP Units for common stock of Issuer. OP Units are redeemable, without consideration, by the holder for an equivalent number of shares of common stock of Issuer or for the cash value of such common stock, at Issuer's election.

F4: Not applicable.