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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-12-09	Common Stock	G	135025	$0.00	Disposed	1618553	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-12-09	Long Term Incentive Plan Units	$0.00	A	3256	Acquired	2026-12-09	Common Stock (3256)	Indirect

Footnotes

F1: Shares beneficially owned include (i) an aggregate of 1,529,265 Shares owned by the Dan A. Emmett Revocable Trust and a community property trust with Reporting Person's spouse; (ii) 17,288 Shares owned by Rivermouth Partners; and (iii) 72,000 Shares owned by certain trusts f/b/o Reporting Person's children of which Reporting Person is a trustee with voting and investment power but disclaims beneficial ownership. Derivative securities beneficially owned include (i) 4,357,770 OP Units (defined below) as to which Reporting Person disclaims beneficial ownership, except to the extent of his pecuniary interest therein, of 810,126 OP Units held by trusts f/b/o Reporting Person's spouse and children; 6,689 LTIP Units (defined below); and 70,121 stock options.

F2: 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.

F3: LTIP Units vest one-quarter on December 31 of 2016, 2017, 2018 and 2019.

F4: In addition to LTIP Units reported herein, Reporting Person holds 6,689 LTIP Units granted pursuant to Issuer's 2006 Omnibus Stock Incentive Plan, as amended. See also footnote 1.