Douglas Emmett Inc — Director's Dealing 2021

Jan 6, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Douglas Emmett Inc (DEI)
CIK: 0001364250
Period of Report: 2020-12-30

Reporting Person: SEYMOUR PETER (CFO)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-12-30	Long Term Incentive Plan Units	$0.00	A	36370	Acquired	2030-12-30	Common Stock (36370)	Direct

Footnotes

F1: Long term incentive plan units ("LTIP Units") in Douglas Emmett Properties, LP, a DE limited partnership (the "Operating Partnership") granted
pursuant to the 2016 Omnibus Stock Incentive Plan of Douglas Emmett, Inc. ("Issuer"). Issuer is the sole stockholder of the general partner of
the Operating Partnership. Upon vesting, each LTIP Unit can be converted into one partnership common unit ("OP Unit") of the Operating
Partnership, which is ultimately exchangeable into common stock of Issuer, only, if applicable, after achievement of a specified percentage
increase in Gross Asset Values of the assets of the Operating Partnership. LTIP Units not converted into OP Units within 10 years of the grant
date will be forfeited. Upon the occurrence of certain events, OP Units are redeemable by the holder, without consideration, for an equivalent
number of shares of Issuer's common stock or for the cash value of such shares, at Issuer's election.

F2: LTIP Units vest 25% on December 31, 2020. The remaining 75% of LTIP Units vest in equal installments on December 31, 2021, 2022 and 2023.

F3: Derivative securities owned by the Reporting Person include the LTIP Units reported herein, an additional 70,595 LTIP Units previously granted pursuant to Issuer's 2016 Stock Incentive Plan, and 25,171 OP Units.