Douglas Emmett Inc — Director's Dealing 2017

Feb 11, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Douglas Emmett Inc (DEI)
CIK: 0001364250
Period of Report: 2017-02-08

Reporting Person: Panzer Kenneth M (Director, Chief Operating Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-08	Common Stock	M	1358696	$11.42	Acquired	2256391	Direct
2017-02-08	Common Stock	M	525763	$15.05	Acquired	2782154	Direct
2017-02-08	Common Stock	F	1269189	$38.68	Disposed	1512965	Direct
2017-02-08	Common Stock	G	639375	$0.00	Disposed	873590	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-02-08	Employee Stock Options (right to buy)	$11.42	M	1358696	Disposed	2019-01-12	Common Stock (1358696)	Direct
2017-02-08	Employee Stock Options (right to buy)	$15.05	M	525763	Disposed	2020-01-19	Common Stock (525763)	Direct

Footnotes

F1: Employee stock options (right to buy) ("Options") granted pursuant to Issuer's 2006 Omnibus Stock Incentive Plan, as amended.

F2: Reporting Person also owns (i) 6,633,418 partnership common units ("OP Units") of Douglas Emmett Partnership, LP, a Delaware limited partnership (the "Operating Partnership"); and (ii) an aggregate of 520,548 long term incentive plan units ("LTIP Units"), some of which are subject to vesting and other criteria. The LTIP Units were granted pursuant to Issuer's 2006 Omnibus Stock Incentive Plan, as amended, and Issuer's 2016 Omnibus Stock Incentive Plan. 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.