SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Emmett Dan A

(Last) (First) (Middle)
808 WILSHIRE BOULEVARD
SUITE 200

(Street)
SANTA MONICA CA 90401

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Douglas Emmett Inc [ DEI ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
Chairman of the Board
3. Date of Earliest Transaction (Month/Day/Year)
02/16/2012
4. If Amendment, Date of Original Filed (Month/Day/Year)
02/21/2012
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 02/16/2012 (1) S 40,000 D $21.23 4,281,257 (2) I See footnote 2.
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. This Form 4/A is being filed solely to correct the date of a sale by Rivermouth Partners pursuant to a Rule 10b5-1 trading plan entered into by the Reporting Person as of December 8, 2011. The transaction date was inadvertently reported as 01/19/2012. The correct transaction date was 02/16/2012.
2. Ownership: 3,347,507 Shares owned by the Trust; 315,750 Shares owned by the Emmett Foundation, a CA charitable organization, and disclaimed by Reporting Person; 400,000 Shares owned by Rivermouth and disclaimed by Reporting Person except to the extent of his pecuniary interest therein; 72,000 Shares owned by certain trusts f/b/o Reporting Person's children of which the Reporting Person is a trustee and has voting and investment power but disclaims beneficial ownership. Beneficial ownership of derivative securities: 9,486,475 OP Units of which Reporting Person disclaims, except to the extent of his pecuniary interest there, 1,537,288 OP Units held by Rivermouth and 810,126 OP Units held by trusts for his spouse and children; 14,420 LTIP Units some of which are subject to vesting, and 274,355 vested stock options (right to buy). See also footnote 5.
Dan A. Emmett 03/25/2013
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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