X0304 4 2012-01-13 0 0001364250 Douglas Emmett Inc DEI 0001071621 GUTH THEODORE E 808 WILSHIRE BOULEVARD SUITE 200 SANTA MONICA CA 90401 0 1 0 0 CFO, Secy Long Term Incentive Plan Units 2012-01-13 4 A 0 20264 0 A Common Stock 20264 20264 D Long Term Incentive Plan Units ("LTIP Units") granted pursuant to Issuer's 2006 Omnibus Stock Incentive Plan. Long-term incentive plan units ("LTIP Units") in Douglas Emmett Properties, LP, a DE limited partnership (the "Operating Partnership"). 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 vest one-quarter on January 13, 2012, and one-quarter on each December 31 of 2012, 2013 and 2014. Not applicable. Reporting Person also owns 81,066 partially vested LTIP Units granted January 18, 2011. /s/ Ben D. Orlanski by PA for Theodore E. Guth 2012-01-18