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Filing Details

Accession Number:: 0001209191-16-115653
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2016-04-26 12:51:06
Reporting Period:: 2016-04-21

Filing Date:: 2016-04-26
Accepted Time:: 2016-04-26 12:51:06
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	Acquisiton	2016-04-21	300,000	$0.00	2,679,661	No	4	J	Indirect	See footnote 9.
Common Stock	Acquisiton	2016-04-21	120,000	$0.00	2,799,661	No	4	J	Indirect	See footnote 9.
Common Stock	Disposition	2016-04-21	47,549	$31.42	2,752,112	No	4	S	Indirect	See footnote 9.
Common Stock	Disposition	2016-04-21	19,019	$31.42	2,733,093	No	4	S	Indirect	See footnote 9.
Common Stock	Disposition	2016-04-22	52,451	$31.61	2,680,642	No	4	S	Indirect	See footnote 9.
Common Stock	Disposition	2016-04-22	20,981	$31.61	2,659,661	No	4	S	Indirect	See footnote 9.

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	J	Indirect	See footnote 9.
No	4	J	Indirect	See footnote 9.
No	4	S	Indirect	See footnote 9.
No	4	S	Indirect	See footnote 9.
No	4	S	Indirect	See footnote 9.
No	4	S	Indirect	See footnote 9.

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Operating Partnership Units	Disposition	2016-04-21	300,000	$0.00	300,000	$0.00
Common Stock	Operating Partnership Units	Disposition	2016-04-21	120,000	$0.00	120,000	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
5,290,188			No	4	J	Indirect
5,170,188			No	4	J	Indirect

Footnotes

Common stock ("Common Stock") of Issuer acquired by the Dan A. Emmett Revocable Trust (the "Trust") upon redemption and exchange of Partnership Common Units ("OP Units") of Douglas Emmett Properties, LP, a Delaware limited partnership (the "Operating Partnership"). 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 ("Shares") of Common Stock, or for the cash value of such Shares at Issuer's option. Issuer is the sole stockholder of the general partner of the Operating Partnership.
Shares acquired by Rivermouth Partners, a California limited partnership ("Rivermouth"), upon redemption and exchange of OP Units of the Operating Partnership. Reporting Person is president of the manager of the general partner of Rivermouth. See also footnote 1 regarding redemption of OP Units.
The sales reported herein were effected pursuant to Rule 10b5-1 trading plans, as amended, entered into by the Trust and Rivermouth as of November 18, 2014.
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 $31.14 to $31.83 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.
Represents the weighted average sales price. The Shares were sold at prices ranging from $31.31 to $31.92 per share. Full information regarding the number of Shares sold at each price shall be provided to the Staff, Issuer or any security holder, upon request.
Following the sales reported herein, Reporting Person continued to beneficially own 7,841,408 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) 1,756,811 Shares owned by the Trust; (ii) 750,850 Shares owned by the Emmett Foundation, a CA charitable organization, disclaimed by Reporting Person; (iii) 80,000 Shares owned by Rivermouth, disclaimed by Reporting Person except to the extent of his pecuniary interest therein; (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) 5,170,188 OP Units of which Reporting Person disclaims beneficial ownership, except to the extent of his pecuniary interest therein, 217,288 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.
OP Units of the Operating Partnership tendered by the Trust for redemption and exchange in accordance with the terms of the Limited Partnership Agreement of the Operating Partnership.
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, or for the cash value of such Shares, at Issuer's option. Issuer is the sole stockholder of the general partner of the Operating Partnership.
Not applicable.
OP Units of the Operating Partnership tendered by Rivermouth for redemption and exchange in accordance with the terms of the Limited Partnership Agreement of the Operating Partnership.
Reporting Person's beneficial ownership of OP Units includes 577,288 OP Units held by Rivermouth and 810,126 OP Units held by certain trusts for the benefit of Reporting Person's spouse and children of which Reporting Person is a trustee. Reporting Person disclaims beneficial ownership of OP Units held by Rivermouth and such trusts, except to the extent of his pecuniary interest, if any, in such OP Units.