Douglas Emmett Inc — Director's Dealing 2016

Dec 14, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Douglas Emmett Inc (DEI)
CIK: 0001364250
Period of Report: 2016-12-09

Reporting Person: Kaplan Jordan L (Director, Chief Exec Officer, President)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-12-09	Long Term Incentive Plan Units	$0.00	A	255819	Acquired	2026-12-09	Common Stock (255819)	Direct

Footnotes

F1: Long Term Incentive Plan units ("LTIP Units") in Douglas Emmett Properties, LP, a DE limited partnership (the "Operating Partnership") granted pursuant to the 2016 Omnibus Stock Incentive Plan of Douglas Emmett, Inc. ("Issuer"). Issuer is the sole stockholder of the general partner of the Operating Partnership. Upon vesting, each LTIP Unit can be converted into one partnership common unit ("OP Unit") of the Operating Partnership, which is ultimately exchangeable into common stock of Issuer, only, if applicable, after a specified percentage increase in Gross Asset Values of the assets of the Operating Partnership. LTIP Units not converted into OP Units within 10 years of the grant date will be forfeited. Upon the occurrence of certain events, OP Units are redeemable by the holder, without consideration, for an equivalent number of shares of Issuer's common stock or for the cash value of such shares, at Issuer's election.

F2: These LTIP Units vest 50% on December 31, 2016, with the remaining 50% vesting one-third on each December 31 of 2017, 2018 and 2019.

F3: In addition to the LTIP Units reported herein, Reporting Person holds 264,729 LTIP Units and employee stock options to purchase 1,884,459 shares of Issuer's common stock, granted pursuant to Issuer's 2006 Omnibus Stock Incentive Plan, as amended, and an aggregate of 7,228,100 OP Units.