Douglas Emmett Inc — Director's Dealing 2016

Apr 26, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Douglas Emmett Inc (DEI)
CIK: 0001364250
Period of Report: 2016-04-21

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-04-21	Common Stock	J	300000	$0.00	Acquired	2679661	Indirect
2016-04-21	Common Stock	J	120000	$0.00	Acquired	2799661	Indirect
2016-04-21	Common Stock	S	47549	$31.423	Disposed	2752112	Indirect
2016-04-21	Common Stock	S	19019	$31.423	Disposed	2733093	Indirect
2016-04-22	Common Stock	S	52451	$31.613	Disposed	2680642	Indirect
2016-04-22	Common Stock	S	20981	$31.613	Disposed	2659661	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-04-21	Operating Partnership Units	$0.00	J	300000	Disposed		Common Stock (300000)	Indirect
2016-04-21	Operating Partnership Units	$0.00	J	120000	Disposed		Common Stock (120000)	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: The sales reported herein were effected pursuant to Rule 10b5-1 trading plans, as amended, entered into by the Trust and Rivermouth as of November 18, 2014.

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

F5: Represents the weighted average sales price. The Shares were sold at prices ranging from $31.14 to $31.83 per share. Full information regarding the number of Shares sold at each price shall be provided to the Securities and Exchange Commission Staff (the "Staff"), Issuer or any security holder, upon request.

F6: The aggregate number of Shares sold by Rivermouth on the same day at different prices.

F7: Represents the weighted average sales price. The Shares were sold at prices ranging from $31.31 to $31.92 per share. Full information regarding the number of Shares sold at each price shall be provided to the Staff, Issuer or any security holder, upon request.

F8: Following the sales reported herein, Reporting Person continued to beneficially own 7,841,408 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.

F9: Shares beneficially owned include (i) 1,756,811 Shares owned by the Trust; (ii) 750,850 Shares owned by the Emmett Foundation, a CA charitable organization, disclaimed by Reporting Person; (iii) 80,000 Shares owned by Rivermouth, disclaimed by Reporting Person except to the extent of his pecuniary interest therein; (iv) 72,000 Shares owned by certain trusts f/b/o Reporting Person's spouse and children of which Reporting Person is a trustee with voting and investment power but disclaims beneficial ownership. Derivative securities beneficially owned include (i) 5,170,188 OP Units of which Reporting Person disclaims beneficial ownership, except to the extent of his pecuniary interest therein, 217,288 OP Units held by Rivermouth and 810,126 OP Units held by trusts f/b/o Reporting Person's spouse and children, 11,559 LTIP Units, and 274,355 stock options.

F10: 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.

F11: 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.

F12: Not applicable.

F13: 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.

F14: Reporting Person's beneficial ownership of OP Units includes 577,288 OP Units held by Rivermouth and 810,126 OP Units held by certain trusts for the benefit of Reporting Person's spouse and children of which Reporting Person is a trustee. Reporting Person disclaims beneficial ownership of OP Units held by Rivermouth and such trusts, except to the extent of his pecuniary interest, if any, in such OP Units.