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
OMB APPROVAL
OMB Number: 3235-0287
Expires: December 31, 2014
Estimated average burden
hours per response: 0.5
  
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 10% Owner
X Officer (give title below) Other (specify below)
Chairman of the Board
3. Date of Earliest Transaction (Month/Day/Year)
05/27/2014
4. If Amendment, Date of Original Filed (Month/Day/Year)
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 05/27/2014 G V 57,000 D $0 2,721,257 I See footnote 10.
Common Stock 06/19/2014 J (1) 300,000 A $0 3,021,257 I See footnote 10.
Common Stock 06/19/2014 J (2) 120,000 A $0 3,141,257 I See footnote 10.
Common Stock 06/19/2014 S (3) 67,786 (4) D $28.4858 (5) 3,073,471 I See footnote 10.
Common Stock 06/19/2014 S (3) 27,114 (6) D $28.4858 (5) 3,046,357 I See footnote 10.
Common Stock 06/20/2014 S (3) 28,357 (4) D $28.585 (7) 3,018,000 I See footnote 10.
Common Stock 06/20/2014 S (3) 11,343 (6) D $28.585 (7) 3,006,657 I (8) See footnote 10.
Common Stock 06/23/2014 S (3) 3,857 (4) D $28.6593 (8) 3,002,800 I See footnote 10.
Common Stock 06/23/2014 S (3) 1,543 (6) D $28.6593 (8) 3,001,257 (9) I (10) See footnote 10.
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
Partnership Common Units (11) $0 06/19/2014 J (12) 300,000 (13) (13) Common Stock 300,000 $0 8,224,965 D
Partnership Common Units (14) $0 06/19/2014 J (12) 120,000 (13) (13) Common Stock 120,000 $0 8,104,965 (15) D
Explanation of Responses:
1. Acquisition of shares (the "Shares") common stock of Issuer by the Dan A. Emmett Revocable Living Trust (the "Trust") upon redemption of Partnership Common Units (OP Units") of Douglas Emmett Properties, LP (the "Operating Partnership"). Issuer is the sole stockholder of the general partner of the Operating Partnership. Pursuant to the Limited Partnership Agreement of the Operating Partnership, upon the occurrence of certain events, OP Units are redeemable, without consideration, by the holder for an equivalent number of Shares or for the cash value of such Shares, at Issuer's election.
2. Acquisition of Shares by Rivermouth Partners, a California limited partnership ("Rivermouth") upon redemption of OP Units. The Reporting Person is the president of the manager of the general partner of Rivermouth. See also footnote 1 regarding redemption of OP Units.
3. The sales reported herein were effected pursuant to Rule 10b5-1 trading plans entered into by Reporting Person and Rivermouth as of December 18, 2012.
4. Represents the aggregate of sales effected by the Trust on the same day at different prices.
5. Represents the weighted average sales price. The Shares were sold at prices ranging from $28.125 to $28.61 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 a security holder of Issuer, upon request.
6. Represents the aggregate of sales effected by Rivermouth on the same day at different prices.
7. Represents the weighted average sales price. The Shares were sold at prices ranging from $28.38 to $28.605 per share. Full information regarding the number of Shares sold at each price shall be provided to the Staff, Issuer, or a security holder of Issuer, upon request.
8. Represents the weighted average sales price. The Shares were sold at prices ranging from $28.50 to $28.76 per share. Full information regarding the number of Shares sold at each price shall be provided to the Staff, Issuer, or a security holder of Issuer, upon request.
9. Following the sales reported herein, Reporting Person continued to beneficially own 11,114,488 common stock equivalents, including common stock, partnership common units (OP Units") of Douglas Emmett Properties, LP, and long term incentive plan units ("LTIP Units"). Upon the occurrence of certain events, OP Units and LTIP Units are redeemable, without consideration, by the holder for an equivalent number of Shares or for the cash value of such Shares, at Issuer's election.
10. Shares beneficially owned by Reporting Person include (i) 2,340,507 Shares owned by the Trust; (ii) 468,750 Shares owned by the Emmett Foundation, a California charitable organization, and disclaimed by Reporting Person; (iii) 120,000 Shares owned by Rivermouth and disclaimed by Reporting Person except to the extent of his pecuniary interest therein; and (iv) 72,000 Shares owned by certain trusts for the benefit of Reporting Person's spouse and children of which the Reporting Person is a trustee and has voting and investment power but disclaims beneficial ownership. Derivative securities beneficially owned include 8,104,965 OP Units, 8,266 LTIP Units some of which are subject to vesting, and 274,355 vested stock options (right to buy). Upon the occurrence of certain events, OP Units and LTIP Units are redeemable, without consideration, by the holder for an equivalent number of Shares or for the cash value of such Shares, at Issuer's election.
11. OP Units held by the Trust.
12. In accordance with the Limited Partnership Agreement of the Operating Partnership, upon the occurrence of certain events, OP Units are redeemable, without consideration, by the holder for an equivalent number of Shares or for the cash value of such Shares, at Issuer's election.
13. Not applicable.
14. OP Units held by Rivermouth.
15. See also footnote 10.
/s/ Ben D. Orlanski by PA for Dan A. Emmett 06/23/2014
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.