Douglas Emmett Inc — Director's Dealing 2012

Jan 7, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Douglas Emmett Inc (DEI)
CIK: 0001364250
Period of Report: 2011-12-20

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
2011-12-20	Common Stock	G	25000	—	Disposed	3146257	Indirect
2011-12-21	Common Stock	G	125000	—	Disposed	3121257	Indirect
2012-01-04	Common Stock	C	480000	—	Acquired	3601257	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-01-04	Partnership Common Units	$0	C	480000	Disposed		Common Stock (480000)	Indirect

Footnotes

F1: Gifts of common stock by the Dan A. Emmett Revocable Living Trust of November 21, 1995 (the "Trust"). Includes gift of 100,000 shares of common stock to the Emmett Foundation (the "Foundation"), a California charitable organization. Reporting Person has sole voting and investment power over but disclaims beneficial ownership of all shares held by the Foundation.

F2: Common stock of Issuer acquired by Rivermouth Partners, a California limited partnership ("Rivermouth") of which the Trust is the general partner, upon redemption of limited partnership units ("OP Units") in Douglas Emmett Properties, LP, a Delaware limited partnership, whose general partner is wholly owned by Issuer. OP Units are redeemable, without consideration, by the holder for an equivalent number of shares of common stock or for the cash value of such shares, at Issuer's election.

F3: Includes: (i) 2,780,507 shares owned by the Trust; (ii) 228,750 shares owned by the Foundation and disclaimed by Reporting Person; (iii) 520,000 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 Reporting Person's children of which he is a trustee 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). Reporting Person disclaims, except to the extent his pecuniary interest therein, 2,399,713 OP Units held by Rivermouth and certain trusts for his spouse and children. 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.

F4: 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.

F5: Not applicable.

F6: Of such derivative securities, Reporting Person disclaims, except to the extent his pecuniary interest therein, 2,399,713 OP Units held by Rivermouth and certain trusts for his spouse and children.