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 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* Kamer William (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) Director 10% Owner X Officer (give title below) Other (specify below) Chief Financial Officer
	3. Date of Earliest Transaction (Month/Day/Year) 08/11/2008
	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	08/11/2008		C(1)		43,021	A	$0(1)	138,221	D
Common Stock	08/11/2008		S		43,021	D	$24.49	95,200(2)	D

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	(3)	08/11/2008		C			43,021	12/30/2007	(4)	Common Stock	43,021	$0(5)	0	D
Partnership Common Units(6)	(3)							10/30/2008	(4)	Common Stock	25,375		25,375	D
Long Term Incentive Plan Units	(7)							(8)	(4)	Common Stock	76,125		76,125	D
Long Term Incentive Plan Units	(7)							(9)	(4)	Common Stock	13,146		13,146	D
Employee Stock Options (right to buy)	$21							(10)	10/30/2016	Common Stock	386,667		386,667	D
Employee Stock Options (right to buy)	$21.87							(11)	12/31/2017	Common Stock	152,117		152,117	D

Explanation of Responses:

1. Represents exchange of Partnership Common Units ("OP Units") of Douglas Emmett Properties, LP, into common stock of Douglas Emmett, Inc. (the "Issuer"). OP Units are exchangeable for common stock of the Issuer on a one-for-one basis without consideration.

2. Not including OP Units and Long Term Incentive Plan Units ("LTIP Units"). Including such securities, Reporting Person owns a total of 114,646 shares of Issuer's common stock equivalents after the reported transaction and has options covering an additional 538,784 shares.

3. OP Units are exchangeable for common stock of the Issuer on a one-for-one basis without additional consideration.

4. Not applicable.

5. OP Units received in exchange for the direct or indirect contribution of property to Douglas Emmett Properties, LP, of which the Issuer is the sole stockholder of the general partner. The value of the OP Units was $21.00 per OP Unit as of the date of the contribution on October 30, 2006, based on the price of the Issuer's common stock at the time of Issuer's initial public offering.

6. OP Units received July 2008 on conversion of vested and booked up LTIP Units in Douglas Emmett Properties, LP.

7. LTIP Units are exchangeable for OP Units (and ultimately exchangeable for common stock of the Issuer) on a one-for-one basis.

8. LTIP Units vest in four equal annual installments upon each anniversary of December 31, 2006, and, to the extent vested and booked up, are exchangeable into common stock on or after October 30, 2008.

9. LTIP Units vest one-quarter on January 25, 2008, and one-quarter on each December 31 of 2008, 2009 and 2010, and, to the extent vested and booked up, are exchangeable into common stock of the Issuer on or after January 25, 2010.

10. Options vest in four equal annual installments upon each anniversary of December 31, 2006.

11. Options vest one-quarter on January 25, 2008, and one-quarter on each December 31 of 2008, 2009 and 2010.

	/s/ William Kamer	08/13/2008
	** 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).
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