Douglas Emmett Inc — Director's Dealing 2012

Feb 22, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Douglas Emmett Inc (DEI)
CIK: 0001364250
Period of Report: 2012-02-16

Reporting Person: Emmett Dan A (Director, Chairman of the Board, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-16	Common Stock	S	100000	$21.23	Disposed	4321257	Indirect
2012-01-19	Common Stock	S	40000	$21.23	Disposed	4281257	Indirect

Footnotes

F1: The sales reported herein were effected pursuant to Rule 10b5-1 trading plans entered into by Reporting Person and an entity affiliated with Reporting Person as of December 8, 2011.

F2: Shares of Issuer's common stock ("Shares") sold by the Dan A. Emmett Revocable Living Trust dated November 21, 1995 (the "Trust").

F3: Shares sold by Rivermouth Partners, a California limited partnership ("Rivermouth"), of which the Trust is the general partner.

F4: Following the sales reported herein, subject to the ownership disclaimer in Footnote 5, Reporting Person continued to beneficially own 15,456,754 common stock equivalents, including common stock, partnership common units ("OP Units") of Douglas Emmett Properties, LP, and long term incentive plan units ("LTIPs"). Upon the occurrence of certain events, OP Units and LTIPs are redeemable, without consideration, by the holder for an equivalent number of Shares or for the cash value of such Shares, at Issuer's election.

F5: Ownership: 3,580,507 Shares held by the Trust; 228,750 Shares held by the Emmett Foundation, a CA charitable organization, & disclaimed by Reporting Person; 400,000 Shares held by Rivermouth & disclaimed by Reporting Person except to the extent of his pecuniary interest therein; 72,000 Shares held by trusts f/b/o Reporting Person's children of which the Reporting Person has voting & investment power but disclaims beneficial ownership. Beneficial ownership of derivative securities: 11,161,932 OP Units of which Reporting Person disclaims, except to the extent of his pecuniary interest, 2,017,288 OP Units held by Rivermouth & 382,425 OP Units held by trusts for his spouse & children; 13,565 LTIPs some of which are subject to vesting, and 271,726 vested stock options. Upon the occurrence of certain events, OP Units & LTIPs are redeemable, without consideration, by the holder for an equivalent number of Shares or for the cash value of such Shares, at Issuer's election.