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: 2016-06-23

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-06-23	Common Stock	G	35034	$0.00	Disposed	1593777	Indirect
2016-06-29	Common Stock	M	177778	$21.00	Acquired	1771555	Indirect
2016-06-29	Common Stock	M	26456	$21.87	Acquired	1798011	Indirect
2016-06-29	Common Stock	F	161721	$34.79	Disposed	1636290	Indirect

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	177778	Disposed	2016-10-30	Common Stock (177778)	Direct
2016-06-29	Employee Stock Options (right to buy)	$21.87	M	26456	Disposed	2017-12-31	Common Stock (26456)	Direct

Footnotes

F1: Shares beneficially owned include (i) 1,564,290 Shares owned by the Dan A. Emmett Revocable Trust; and (ii) 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.

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

F3: Beneficial ownership: (i) 5,170,188 partnership common units ("OP Units") of Douglas Emmett Properties, LP (the "Operating Partnership"), (ii) 217,288 OP Units held by Rivermouth Partners, A California Limited Partnership, of which Reporting Person is president of the manager of the GP, (iii) 810,126 OP Units held by trusts f/b/o Reporting Person's spouse and children, (iv) 11,559 long term incentive plan units ("LTIP Units") of the Operating Partnership, and (v) 70,121 Options. Upon the occurrence of certain events, OP Units and LTIP Units are redeemable and may be exchanged 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 option. Issuer is the sole stockholder of the general partner of the Operating Partnership. Reporting Person disclaims beneficial ownership of OP Units and LTIP Units described herein except to the extent of his pecuniary interest, if any, therein.