Douglas Emmett Inc — Director's Dealing 2016

Jul 2, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Douglas Emmett Inc (DEI)
CIK: 0001364250
Period of Report: 2016-06-29

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-06-29	Common Stock	M	2488889	$21.00	Acquired	5262457	Direct
2016-06-29	Common Stock	M	1058202	$21.87	Acquired	6320659	Direct
2016-06-29	Common Stock	F	2883204	$34.79	Disposed	3437455	Direct
2016-06-29	Common Stock	G	689760	$0.00	Disposed	2747695	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-06-29	Employee Stock Options (right to buy)	$21.00	M	2488889	Disposed	2016-10-30	Common Stock (2488889)	Direct
2016-06-29	Employee Stock Options (right to buy)	$21.87	M	1058202	Disposed	2017-12-31	Common Stock (1058202)	Direct

Footnotes

F1: For more information on the transactions reported herein, see the Form 8-K filed by Douglas Emmett, Inc. on July 1, 2016.

F2: Employee stock options (right to buy) ("Options") granted pursuant to Issuer's 2006 Omnibus Stock Incentive Plan, as amended.

F3: Reporting Person also owns (i) 6,952,527 partnership common units ("OP Units") of Douglas Emmett Partnership, LP, a Delaware limited partnership (the "Operating Partnership"); (ii) fully vested Options to purchase an aggregate of 1,884,459 shares of common stock of Issuer, of which 1,358,696 Options expire December 31, 2018, and 525,763 Options expire December 31, 2019; and (iii) 540,302 long term incentive plan units ("LTIP Units"), which are partially vested. The Options and LTIP Units were granted pursuant to Issuer's 2006 Omnibus Stock Incentive Plan, as amended. 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 of Issuer's common stock, 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.