X0306 4 2015-12-21 0 0001364250 Douglas Emmett Inc DEI 0001071621 GUTH THEODORE E 808 WILSHIRE BOULEVARD SUITE 200 SANTA MONICA CA 90401 0 1 0 0 CFO Long Term Incentive Plan Units 0.00 2015-12-21 4 A 0 37284 0.00 A Common Stock 37284 37284 D Long Term Incentive Plan units ("LTIP Units") in Douglas Emmett Properties, LP, a DE limited partnership (the "Operating Partnership") granted pursuant to the 2006 Omnibus Stock Incentive Plan, as amended, of Douglas Emmett, Inc. ("Issuer"). Issuer is the sole stockholder of the general partner of the Operating Partnership. LTIP Units have full parity with partnership common units ("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 by the holder, 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. See footnote 1. These LTIP Units vest one-quarter on each December 31 of 2015, 2016, 2017 and 2018. Not applicable. In addition to the LTIP Units reported herein, Reporting Person owns 124,320 LTIP Units and 154,453 OP Units. /s/ Theodore E. Guth 2015-12-23