SEC FORM 4

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

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)
10/30/2006

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/30/2006		J⁽¹⁾		50	D	$1	0	D
Common Stock	10/30/2006		J⁽²⁾		5,475,507	A	⁽²⁾	5,475,507	I	By Dan A. Emmett Revocable Living Trust of November 21, 1985⁽³⁾
Common Stock	10/30/2006		J⁽²⁾		36,638	A	⁽²⁾	5,512,145	I	By Rivermouth Partners⁽³⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Option (Right-to-Buy)	$21	10/30/2006		A		177,778		10/30/2006	10/30/2016	Common Stock	177,778	$0.00	177,778	D
Long-Term Incentive Units⁽⁴⁾	⁽⁵⁾	10/30/2006		A		30,000		10/30/2006	⁽⁶⁾	Common Stock	30,000	$0.00	30,000	D
Partnership Units⁽⁷⁾	⁽⁸⁾	10/30/2006		J⁽⁹⁾		21,360		12/30/2007	⁽⁶⁾	Common Stock	21,360	⁽⁹⁾	21,360	I	By Aberdeen Properties⁽¹⁰⁾
Partnership Units⁽⁷⁾	⁽⁸⁾	10/30/2006		J⁽⁹⁾		16,126		12/30/2007	⁽⁶⁾	Common Stock	16,126	⁽⁹⁾	37,486	I	By Coral Realty⁽¹⁰⁾
Partnership Units⁽⁷⁾	⁽⁸⁾	10/30/2006		J⁽⁹⁾		9,777,682		12/30/2007	⁽⁶⁾	Common Stock	9,777,682	⁽⁹⁾	9,815,168	I	By Dan A. Emmett Revocable Living Trust of November 21, 1985⁽¹⁰⁾
Partnership Units⁽⁷⁾	⁽⁸⁾	10/30/2006		J⁽⁹⁾		99,595		12/30/2007	⁽⁶⁾	Common Stock	99,595	⁽⁹⁾	9,914,763	I	By Daniel Wade Emmett Living Trust⁽¹⁰⁾
Partnership Units⁽⁷⁾	⁽⁸⁾	10/30/2006		J⁽⁹⁾		24,561		12/30/2007	⁽⁶⁾	Common Stock	24,561	⁽⁹⁾	9,939,324	I	By EA Realty⁽¹⁰⁾
Partnership Units⁽⁷⁾	⁽⁸⁾	10/30/2006		J⁽⁹⁾		99,595		12/30/2007	⁽⁶⁾	Common Stock	99,595	⁽⁹⁾	10,038,919	I	By Morgan W. Emmett 2002 Trust u/t/a January 8, 2002⁽¹⁰⁾
Partnership Units⁽⁷⁾	⁽⁸⁾	10/30/2006		J⁽⁹⁾		94,045		12/30/2007	⁽⁶⁾	Common Stock	94,045	⁽⁹⁾	10,132,964	I	By Rae M. Emmett Revocable Living Trust of September 15, 2000⁽¹⁰⁾
Partnership Units⁽⁷⁾	⁽⁸⁾	10/30/2006		J⁽⁹⁾		3,317,288		12/30/2007	⁽⁶⁾	Common Stock	3,317,288	⁽⁹⁾	13,450,252	I	By Rivermouth Partners⁽¹⁰⁾
Partnership Units⁽⁷⁾	⁽⁸⁾	10/30/2006		J⁽⁹⁾		99,595		12/30/2007	⁽⁶⁾	Common Stock	99,595	⁽⁹⁾	13,549,847	I	By Rosalind M. Emmett Living Trust of September 14, 1990⁽¹⁰⁾
Partnership Units⁽⁷⁾	⁽⁸⁾	10/30/2006		J⁽⁹⁾		99,595		12/30/2007	⁽⁶⁾	Common Stock	99,595	⁽⁹⁾	13,649,442	I	By Tyler A. Emmett 2002 Trust u/t/a January 8, 2002⁽¹⁰⁾

Explanation of Responses:

1. Shares of common stock issued in the initial capitalization of the Issuer were redeemed by the Issuer at the initial issuance price of $1.00 per share.

2. The shares of common stock were received in exchange for the direct or indirect contribution to Douglas Emmett Properties, LP, of which the Issuer is sole stockholder of the general partner, of certain partnership, membership or ownership interests in certain partnerships, limited liability companies or corporations which own and manage, directly or indirectly, certain properties in southern California and Honolulu, Hawaii. The value of the common stock was $21.00 per share as of the Transaction Date, based on the price of the common stock of the Issuer at the time of the Issuer's initial public offering.

3. The Reporting Person has voting and investment control over all such shares. The Reporting Person disclaims beneficial ownership except to the extent of his pecuniary interest therein.

4. Represents long-term incentive units ("LTIP Units") in Douglas Emmett Properties, LP, a Delaware limited partnership (the "Operating Partnership"). The Issuer is the sole stockholder of the general partner of the Operating Partnership. LTIP Units will initially not have full parity with common limited partnership units of the Operating Partnership; however, long-term incentive units may over time achieve full parity with common units in the Operating Partnership for all purposes, and thereafter may be converted into an equal number of common units of the Operating Partnership on a one-for-one basis at any time. Common limited partnership units of the Operating Partnership are redeemable commencing fourteen months from the Transaction Date for cash based on the fair market value of an equivalent number of shares of the Issuer's common stock, or, at the election of the Issuer, an equal number of shares of the Issuer's common stock.

5. LTIP Units are convertible to common stock of the Issuer on a one-for-one basis.

6. Not applicable.

7. Represents limited partnership units ("LP Units") in Douglas Emmett Properties, LP, a Delaware limited partnership (the "Operating Partnership"). The Issuer is the sole stockholder of the general partner of the Operating Partnership. LP Units are redeemable fourteen months from the Transaction Date for cash based on the fair market value of an equivalent number of shares of the Issuer's common stock, or, at the election of the Issuer, an equal number of shares of the Issuer's common stock.

8. LP Units are convertible to common stock of the Issuer on a one-for-one basis.

9. The LP Units were received in exchange for the direct or indirect contribution to Douglas Emmett Properties, LP, of which the Issuer is the sole stockholder of the general partner, of certain partnership, membership or ownership interests in certain partnerships, limited liability companies or corporations which own and manage, directly or indirectly, certain properties in southern California and Honolulu, Hawaii. The value of the LP Units was $21.00 per LP Unit as of the Transaction Date, based on the price of the common stock of the Issuer at the time of the Issuer's initial public offering.

10. The Reporting Person has voting and investment control over all such LP Units. The Reporting Person disclaims beneficial ownership except to the extent of his pecuniary interest therein.

Remarks:

	/s/ Dan A. Emmett	11/01/2006
	** 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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