Douglas Emmett Inc — Director's Dealing 2014

Aug 28, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Douglas Emmett Inc (DEI)
CIK: 0001364250
Period of Report: 2014-08-25

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-08-25	Common Stock	S	20571	$28.2713	Disposed	2763486	Indirect
2014-08-25	Common Stock	S	8228	$28.2713	Disposed	2755258	Indirect
2014-08-26	Common Stock	S	24357	$28.3245	Disposed	2730901	Indirect
2014-08-26	Common Stock	S	9743	$28.3245	Disposed	2721158	Indirect
2014-08-27	Common Stock	S	9357	$28.3303	Disposed	2711801	Indirect
2014-08-27	Common Stock	S	3743	$28.3303	Disposed	2708058	Indirect

Footnotes

F1: The sales reported herein were effected pursuant to Rule 10b5-1 trading plans entered into by Reporting Person and Rivermouth Partners, a California limited partnership ("Rivermouth"), as of December 18, 2012.

F2: The aggregate of shares of common stock of Issuer (the "Shares") sold by the Dan A. Emmett Revocable Living Trust (the "Trust") on the same day at different prices.

F3: Represents the weighted average sales price. The Shares were sold at prices ranging from $28.18 to $28.57 per share. Full information regarding the number of Shares sold at each price shall be provided to the Securities and Exchange Commission staff (the "Staff"), Issuer, or a security holder of Issuer, upon request.

F4: The aggregate of Shares sold by by Rivermouth on the same day at different prices.

F5: Represents the weighted average sales price. The Shares were sold at prices ranging from $28.24 to $28.47 per share. Full information regarding the number of Shares sold at each price shall be provided to the Staff, Issuer, or a security holder of Issuer, upon request.

F6: Represents the weighted average sales price. The Shares were sold at prices ranging from $28.26 to $28.40 per share. Full information regarding the number of Shares sold at each price shall be provided to the Staff, Issuer, or a security holder of Issuer, upon request.

F7: Following the sales reported herein, Reporting Person continued to beneficially own 10,821,289 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.

F8: Shares beneficially owned by Reporting Person include (i) 2,127,308 Shares owned by the Trust; (ii) 468,750 Shares owned by the Emmett Foundation, a California charitable organization, and disclaimed by Reporting Person; (iii) 40,000 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 8,104,965 OP Units, 8,266 LTIP Units some of which are subject to vesting, and 274,355 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.