Douglas Emmett Inc — Director's Dealing 2017

Jul 24, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Douglas Emmett Inc (DEI)
CIK: 0001364250
Period of Report: 2017-07-20

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-07-20	Common Stock	J	300000	$0.00	Acquired	1686752	Indirect
2017-07-20	Common Stock	S	60000	$38.0417	Disposed	1626752	Indirect
2017-07-21	Common Stock	S	35366	$37.8671	Disposed	1591386	Indirect
2017-07-24	Common Stock	S	4634	$37.7331	Disposed	1586732	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-07-20	Partnership Common Units	$0.00	J	300000	Disposed		Common Stock (300000)	Indirect

Footnotes

F1: Common stock ("Common Stock") of Issuer acquired by the Dan A. Emmett Revocable Trust (the "Emmett 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: The sales reported herein were effected pursuant to a Rule 10b5-1 trading plan entered into by the Emmett Trust as of November 23, 2016.

F3: The aggregate number of Shares sold by the Emmett Trust on the same day at different prices.

F4: Represents the weighted average sales price. The Shares were sold at prices ranging from $37.91 to $38.24 per share. Full information regarding the number of Shares sold at each price shall be provided to the Securities and Exchange Commission Staff ("Staff"), Issuer or any security holder, upon request.

F5: Represents the weighted average sales price. The Shares were sold at prices ranging from $37.73 to $38.10 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.

F6: Represents the weighted average sales price. The Shares were sold at prices ranging from $37.58 to $37.85 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.

F7: Following the sales reported herein, Reporting Person continues to beneficially own 5,120,467 Common Stock equivalents, including Common Stock of Issuer, OP Units of the Operating Partnership, and long term incentive plan units ("LTIP Units") of the Operating Partnership. Upon vesting and certain additional criteria, each LTIP Unit can be converted into one OP Unit. Upon the occurrence of certain events, OP Units are redeemable by the holder, without consideration, for an equivalent number of Shares or for the cash value of such Shares, at Issuer's option.

F8: Shares beneficially owned include (i) an aggregate of 1,586,752 Shares owned by the Emmett Trust and (ii) 66,000 Shares owned by certain trusts f/b/o Reporting Person's children (the "Children's Trusts") of which Reporting Person is a trustee with voting and investment power but disclaims beneficial ownership, except to the extent of his pecuniary interest, if any, therein.

F9: 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.

F10: OP Units of the Operating Partnership tendered by the Emmett Trust for redemption and exchange in accordance with the terms of the Limited Partnership Agreement of the Operating Partnership.

F11: Not applicable.

F12: Beneficial ownership of derivative securities includes (i) 810,126 OP Units held by the Children's Trusts and a trust f/b/o Reporting Person's spouse (collectively, the "Family Trusts") of which Reporting Person is a trustee, (ii) 3,169 LTIP Units granted under Issuer's 2006 Omnibus Stock Incentive Plan, as amended, and (iii) 2,442 LTIP Units granted under Issuer's 2016 Omnibus Stock Incentive Plan. Reporting Person disclaims beneficial ownership of OP Units held by the Family Trusts, except to the extent of his pecuniary interest, if any, therein.