Douglas Emmett Inc — Director's Dealing 2012

Feb 14, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Douglas Emmett Inc (DEI)
CIK: 0001364250
Period of Report: 2012-02-09

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
2012-02-09	Common Stock	C	1100000	—	Acquired	4421257	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-09	Partnership Common Units	$0	C	1100000	Disposed		Common Stock (1100000)	Indirect

Footnotes

F1: Common stock of Issuer acquired by the Dan A. Emmett Revocable Living Trust dated February 21, 1985 (the "Emmett Trust"), upon conversion of partnership common units ("OP Units") of Douglas Emmett Properties, LP, a Delaware limited partnership, whose general partner is wholly owned by Issuer. See also Footnote 6.

F2: Beneficial ownership includes (i) 3,680,507 shares ("Shares") of Issuer's common stock owned by the Emmett Trust; (ii) 228,750 Shares owned by the Emmett Foundation, a California charitable organization, and disclaimed by Reporting Person; (iii) 440,000 Shares owned by Rivermouth Partners, a CA limited partnership ("Rivermouth") and disclaimed by Reporting Person except to the extent of his pecuniary interest therein; and (iv) 72,000 Shares owned by certain trusts for the benefit of Reporting Person's spouse and children of which the Reporting Person is a trustee and has voting and investment power but disclaims beneficial ownership.

F3: Conversion of OP Units acquired by the Emmett Trust on October 30, 2006.

F4: Not applicable.

F5: OP Units have no expiration date.

F6: Beneficial ownership includes (i) 11,161,932 OP Units of which the Reporting Person disclaims 382,425 OP Units owned by trusts for his spouse and children of which the Reporting Person is a trustee and has voting and dispositive power, and, except to the extent of his pecuniary interest therein, 2,017,288 OP Units held by Rivermouth; (ii) 13,565 Long Term Incentive Plan Units ("LTIP Units") some of which are subject to vesting; and (iii) 271,726 vested stock options (right to buy). Upon the occurrence of certain events, OP Units and 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.