Douglas Emmett Inc — Director's Dealing 2023

Dec 30, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Douglas Emmett Inc (DEI)
CIK: 0001364250
Period of Report: 2023-12-27

Reporting Person: Emmett Dan A (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-12-27	Long Term Incentive Plan Units	$0	A	18133	Acquired	2033-12-31	Common Stock (18133)	Direct
2023-12-27	Long Term Incentive Plan Units	$0	A	6045	Acquired	2033-12-31	Common Stock (6045)	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 and certain additional criteria based on achievement of a specified percentage increase in Gross Asset Values of the assets of the Operating Partnership, each LTIP Unit can be converted into one partnership common unit ("OP Unit") of the Operating Partnership on a one-for-one basis. 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 granted as part of Reporting Person's annual compensation for service as a director of Issuer.

F3: LTIP Units vest in one-quarter equal installments on January 1, 2024, April 1, 2024, July 1, 2024, and October 1, 2024.

F4: Derivative securities owned by the Reporting Person include the LTIP Units reported herein, and an additional 11,652 LTIP Units previously granted pursuant to Issuer's 2016 Omnibus Stock Incentive Plan, and 3,472,692 OP Units, which includes 268,380 OP Units 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 held by Rivermouth Partners, a CA LP ("Rivermouth"), of which Reporting Person is president of the manager of the general partner. 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.

F5: LTIP Units granted as part of the Reporting Person's compensation reflect his transition to service only as a Director and Chairman of the Board and reflects pro rata compensation for the period in 2023 following his resignation as executive officer of the Issuer.