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: Feinberg David T (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-12-09	Long Term Incentive Plan Units	$0.00	A	4688	Acquired	2026-12-09	Common Stock (4688)	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: LTIP Units granted as part of Reporting Person's compensation for service as a director of Issuer.

F3: LTIP Units vest in equal installments on March 31, 2017, June 30, 2017, September 30, 2017, and December 31, 2017.

F4: Reporting Person also owns 3,503 LTIP Units granted pursuant to Issuer's 2006 Omnibus Stock Incentive Plan, as amended, and 32,883 OP Units.