Douglas Emmett Inc — Director's Dealing 2012

Jan 13, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Douglas Emmett Inc (DEI)
CIK: 0001364250
Period of Report: 2012-01-10

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
2012-01-10	Common Stock	S	100000	$19.73	Disposed	3501257	Indirect
2012-01-10	Common Stock	S	40000	$19.73	Disposed	3461257	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 22, 2010.

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 15,731,181 common stock equivalents, including common stock, partnership common units ("OP Units") of Douglas Emmett Properties, LP, and long term incentive plan units ("LTIP Units"). Upon the occurrence of certain events, OP Units and LTIP Units 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: Shares beneficially owned by Reporting Person include (i) 2,680,507 Shares owned by the Trust; (ii) 228,750 Shares owned by the Emmett Foundation, a California charitable organization, and disclaimed by Reporting Person; (iii) 480,000 Shares owned by 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. Derivative securities beneficially owned include 12,261,932 OP Units, 7,992 LTIP Units some of which are subject to vesting, and 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 or for the cash value of such Shares, at Issuer's election.