Douglas Emmett Inc — Director's Dealing 2016

Oct 18, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Douglas Emmett Inc (DEI)
CIK: 0001364250
Period of Report: 2016-10-14

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-10-14	Common Stock	J	300000	$0.00	Acquired	1936290	Indirect
2016-10-14	Common Stock	J	97288	$0.00	Acquired	2033578	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-10-14	Operating Partnership Units	$0.00	J	300000	Disposed		Common Stock (300000)	Indirect
2016-10-14	Operating Partnership Units	$0.00	J	97288	Disposed		Common Stock (97288)	Indirect

Footnotes

F1: Common stock ("Common Stock") of Issuer acquired by the Dan A. Emmett Revocable Trust (the "Trust") upon redemption and exchange of Partnership Common Units ("OP Units") of Douglas Emmett Properties, LP, a Delaware limited partnership (the "Operating Partnership"). Upon the occurrence of certain events, OP Units are redeemable and may be exchanged without consideration, by the holder, for an equivalent number of shares ("Shares") of Common Stock, or for the cash value of such Shares at Issuer's option. Issuer is the sole stockholder of the general partner of the Operating Partnership.

F2: Shares acquired by Rivermouth Partners, a California limited partnership ("Rivermouth"), upon redemption and exchange of OP Units of the Operating Partnership. Reporting Person is president of the manager of the general partner of Rivermouth. See also footnote 1 regarding redemption of OP Units.

F3: Following the transactions reported herein, Reporting Person continued to beneficially own 6,398,037 common stock equivalents, including common stock, OP Units and long term incentive plan units ("LTIP Units") of Douglas Emmett Properties, LP (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.

F4: Shares beneficially owned include (i) 1,821,777 Shares owned by the Trust and 42,513 Shares held by a community property trust; (ii) 97,288 Shares owned by Rivermouth, disclaimed by Reporting Person except to the extent of his pecuniary interest therein; and (iii) 72,000 Shares owned by certain trusts f/b/o Reporting Person's spouse and children (the "Trusts") 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 of which Reporting Person disclaims beneficial ownership, except to the extent of his pecuniary interest therein, 810,126 OP Units held by the Trusts, 6,689 LTIP Units, and 70,121 stock options.

F5: OP Units of the Operating Partnership tendered by the Trust for redemption and exchange in accordance with the terms of the Limited Partnership Agreement of the Operating Partnership.

F6: Upon the occurrence of certain events, OP Units are redeemable and may be exchanged, without consideration, by the holder for an equivalent number of Shares, or for the cash value of such Shares, at Issuer's option. Issuer is the sole stockholder of the general partner of the Operating Partnership.

F7: Not applicable.

F8: OP Units of the Operating Partnership tendered by Rivermouth for redemption and exchange in accordance with the terms of the Limited Partnership Agreement of the Operating Partnership.

F9: Reporting Person's beneficial ownership includes (i) 810,126 OP Units held by the Trusts of which Reporting Person is a trustee, (ii) 6,689 LTIP Units, and (iii) 70,121 stock options. Reporting Person disclaims beneficial ownership of OP Units held by Rivermouth and the Trusts, except to the extent of his pecuniary interest, if any, therein.