Douglas Emmett Inc — Director's Dealing 2021

Jan 5, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Douglas Emmett Inc (DEI)
CIK: 0001364250
Period of Report: 2020-12-28

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-12-28	Common Stock	G	124367	$0.00	Disposed	976171	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-12-30	Long Term Incentive Plan Units	$0.00	A	4330	Acquired	2030-12-30	Common Stock (4330)	Direct

Footnotes

F1: Common stock ("Common Stock") of Issuer beneficially owned includes (i) an aggregate of 910,171 shares of Common Stock held by the Dan A. Emmett Revocable Trust, and (ii) 66,000 shares of Common Stock held 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.

F2: Following the gifts reported herein, Reporting Person may be deemed to beneficially own 4,448,990 Common Stock equivalents, including Common Stock, partnership common units ("OP Units") and long term incentive plan units ("LTIP Units") of Douglas Emmett Properties, LP (the "Operating Partnership"). Issuer is the sole stockholder of the general partner of the Operating Partnership. Upon vesting and certain additional criteria, LTIPs may be converted into OP Units. 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 of Common Stock or for the cash value of such shares, at Issuer's option. See also footnote 3.

F3: LTIP Units granted pursuant to the 2016 Omnibus Stock Incentive Plan of Issuer. Upon vesting and certain additional criteria, each LTIP Unit can be converted into one OP Unit, 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 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.

F4: LTIP Units vest 25% on December 31, 2020. The remaining 75% of LTIP Units vests in equal installments on December 31, 2021, 2022 and 2023.

F5: In addition to LTIP Units reported herein, Reporting Person's derivative securities include (i) 3,460,780 OP Units of which 770,126 OP Units are held by certain trusts f/b/o the Reporting Person's spouse and children (collectively, the "Family Trusts") of which Reporting Person is a trustee, and 31,517 OP Units are held by Rivermouth Partners, a CA LP ("Rivermouth"), of which Reporting Person is president of the manager of the general partner, and (ii) 7,709 LTIP Units previously granted pursuant to Issuer's 2016 Omnibus Stock Incentive Plan. Reporting Person disclaims beneficial ownership of OP Units held by the Family Trusts and Rivermouth, except to the extent of his pecuniary interest, if any, therein.