Douglas Emmett Inc — Director's Dealing 2017

Feb 18, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Douglas Emmett Inc (DEI)
CIK: 0001364250
Period of Report: 2017-02-17

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-17	Common Stock	S	29595	$38.8679	Disposed	1552752	Indirect

Footnotes

F1: The sale reported herein was effected pursuant to a Rule 10b5-1 trading plan entered into by the Dan A. Emmett Revocable Trust (the "Trust") as of November 23, 2016.

F2: The aggregate number of Shares sold by the Trust on the same day at different prices.

F3: Represents the weighted average sales price. The Shares were sold at prices ranging from $38.75 to $39.26 per share. Full information regarding the number of Shares sold at each price shall be provided to the Securities and Exchange Commission staff, Issuer or any security holder, upon request.

F4: Following the sales reported herein, Reporting Person continues to beneficially own 5,620,467 common stock equivalents, including common stock of Issuer, partnership common units ("OP Units") of Douglas Emmett Partnership, LP (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.

F5: Shares beneficially owned include (i) an aggregate of 1,552,752 Shares owned by the Trust, and (ii) 66,000 Shares owned by certain trusts f/b/o Reporting Person's children of which Reporting Person is a trustee with sole voting and dispositive power but disclaims beneficial ownership therein. Derivative securities beneficially owned include (i) 4,057,770 OP Units, including 810,126 OP Units held by trusts f/b/o Reporting Person's spouse and children of which Reporting Person disclaims beneficial ownership, except to the extent of his pecuniary interest, if any, therein; (ii) 6,689 LTIP Units granted pursuant to Issuer's 2006 Omnibus Stock Incentive Plan, as amended; and (iii) 3,256 LTIP Units granted pursuant to Issuer's 2016 Omnibus Stock Incentive Plan. Issuer is the sole stockholder of the general partner of the Operating Partnership.