Douglas Emmett Inc — Director's Dealing 2016

Nov 18, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Douglas Emmett Inc (DEI)
CIK: 0001364250
Period of Report: 2016-11-17

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-11-17	Common Stock	S	100000	$35.5865	Disposed	1793578	Indirect
2016-11-17	Common Stock	S	40000	$35.5865	Disposed	1753578	Indirect

Footnotes

F1: The sales reported herein were effected pursuant to Rule 10b5-1 trading plans, as amended, entered into by the Dan A. Emmett Revocable Trust (the "Trust") and Rivermouth Partners, a California limited partnership ("Rivermouth"), as of November 18, 2014.

F2: The aggregate number of Shares sold by the Trust on the same day at different prices.

F3: Represents the weighted average sales price. The Shares were sold at prices ranging from $34.89 to $35.87 per share. Full information regarding the number of Shares sold at each price shall be provided to the Securities and Exchange Commission Staff, Issuer or any security holder, upon request.

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

F5: Following the sales reported herein, Reporting Person continued to beneficially own 6,118,037 common stock equivalents, including common stock, partnership common units ("OP Units") of Douglas Emmett Properties, LP (the "Operating Partnership"), and long term incentive plan units ("LTIP Units") of the Operating Partnership. Upon the occurrence of certain events, OP Units and LTIP Units are redeemable and exchangeable, without consideration, by the holder for an equivalent number of Shares or for the cash value of such Shares, at Issuer's election. Issuer is the sole stockholder of the general partner of the Operating Partnership.

F6: Shares beneficially owned include (i) an aggregate of 1,664,290 Shares owned by the Trust and a community property trust with Reporting Person's spouse; (ii) 17,288 Shares owned by Rivermouth; 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 as to which Reporting Person disclaims beneficial ownership, except to the extent of his pecuniary interest therein, and 810,126 OP Units held by trusts f/b/o Reporting Person's spouse and children; 6,689 LTIP Units; and 70,121 stock options.