Douglas Emmett Inc — Director's Dealing 2013

Mar 26, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Douglas Emmett Inc (DEI)
CIK: 0001364250
Period of Report: 2013-03-21

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
2013-03-21	Common Stock	S	62770	$25.1246	Disposed	4072487	Indirect
2013-03-21	Common Stock	S	25108	$25.1246	Disposed	4047379	Indirect
2013-03-22	Common Stock	S	33016	$25.0563	Disposed	4014363	Indirect
2013-03-22	Common Stock	S	13206	$25.0563	Disposed	4001157	Indirect
2013-03-25	Common Stock	S	4214	$25.0095	Disposed	3996943	Indirect
2013-03-25	Common Stock	S	1686	$25.0095	Disposed	3995257	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 18, 2012.

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

F3: See footnote 6.

F4: Shares sold by Rivermouth Partners, a California limited partnership ("Rivermouth"). The Reporting Person is the chief executive officer and president of the general partner of Rivermouth.

F5: Following the sales reported herein and subject to the disclaimer in footnote 6, Reporting Person continued to beneficially own 13,496,152 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.

F6: Ownership: 3,247,507 Shares owned by the Trust; 315,750 Shares owned by the Emmett Foundation, a CA charitable organization, and disclaimed by Reporting Person; 360,000 Shares owned by Rivermouth and disclaimed by Reporting Person except to the extent of his pecuniary interest therein; 72,000 Shares owned by certain trusts f/b/o Reporting Person's children of which the Reporting Person is a trustee and has voting and investment power but disclaims beneficial ownership. Beneficial ownership of derivative securities: 9,491,264 OP Units of which Reporting Person disclaims, except to the extent of his pecuniary interest there, 1,537,288 OP Units held by Rivermouth and 810,126 OP Units held by trusts for his spouse and children; 9,631 LTIP Units some of which are subject to vesting, and 274,355 vested stock options (right to buy). See also footnote 5.