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Filing Details

Accession Number:: 0001209191-15-086710
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2015-12-22 18:29:04
Reporting Period:: 2015-12-18

Filing Date:: 2015-12-22
Accepted Time:: 2015-12-22 18:29:04
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1364250	Douglas Emmett Inc	DEI	Real Estate Investment Trusts (6798)	203073047

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1378407	A Dan Emmett	808 Wilshire Boulevard Suite 200 Santa Monica CA 90401	Chairman Of The Board	Yes	Yes	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Disposition	2015-12-18	43,658	$30.08	2,441,624	No	4	S	Indirect	See footnote 6.
Common Stock	Disposition	2015-12-18	17,463	$30.08	2,424,161	No	4	S	Indirect	See footnote 6.

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Indirect	See footnote 6.
No	4	S	Indirect	See footnote 6.

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Long Term Incentive Plan Units	Acquisiton	2015-12-21	4,162	$0.00	4,162	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
4,162			No	4	A	Direct

Footnotes

The sales reported herein were effected pursuant to Rule 10b5-1 trading plans entered into by the Dan A Emmett Revocable Trust (the "Trust") and Rivermouth Partners, A California Limited Partnership ("Rivermouth"), as of November 18, 2014. Reporting Person is president of the manager of the general partner of Rivermouth.
The aggregate of Shares sold by the Trust on the same day at different prices.
Represents the weighted average sales price. The Shares were sold at prices ranging from $29.87 to $30.29 per share. Full information regarding the number of Shares sold at each price shall be provided to the Securities and Exchange Commission Staff (the "Staff"), Issuer or any security holder, upon request.
The aggregate number of Shares sold by Rivermouth on the same day at different prices.
Following the sales reported herein, Reporting Person continued to beneficially own 8,445,908 common stock equivalents, including common stock, partnership common units ("OP Units") of Douglas Emmett Properties, LP (the "Operating Partnership"), and long term incentive plan units ("LTIP Units") of the Operating Partnership. 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 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.
Shares beneficially owned include (i) 1,718,411 Shares owned by the Trust; (ii) 633,750 Shares owned by the Emmett Foundation, a CA charitable organization, disclaimed by Reporting Person; (iii) -0- Shares owned by Rivermouth; (iv) 72,000 Shares owned by certain trusts f/b/o Reporting Person's spouse and children of which Reporting Person is a trustee with voting and investment power but disclaims beneficial ownership. Derivative securities beneficially owned include (i) 6,010,188 OP Units of which Reporting Person disclaims beneficial ownership, except to the extent of his pecuniary interest therein, 457,288 OP Units held by Rivermouth and 810,126 OP Units held by trusts f/b/o Reporting Person's spouse and children, 11,559 LTIP Units, and 274,355 stock options.
Long Term Incentive Plan units ("LTIP Units") in Douglas Emmett Properties, LP, a DE limited partnership (the "Operating Partnership") granted pursuant to Issuer's 2006 Omnibus Stock Incentive Plan, as amended. Issuer is the sole stockholder of the general partner of the Operating Partnership. LTIP Units have full parity with partnership common units (the "OP Units") for all purposes and subject to vesting, may be converted into an equal number of OP Units on a one-for-one basis. Upon the occurrence of certain events, LTIP Units and OP Units are redeemable, 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.
LTIP Units are convertible into OP Units upon vesting and at Issuer's election, may be redeemed for common stock of Issuer on a one-for-one basis. LTIP Units vest one-quarter on each December 31 of 2015, 2016, 2017 and 2018.
Not applicable.
See footnote 6 for explanation of ownership.