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*
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, Secy
3. Date of Earliest Transaction (Month/Day/Year)
11/09/2010
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 11/09/2010 C(1) 85,984 A $0 181,184 D
Common Stock 11/09/2010 S 138,519 D $17.818 42,665 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 (2) 11/09/2010 C 85,984 03/30/2010 (3) Common Stock 85,984 (4) 12,041 D
Employee Stock Options (right to buy) $21 01/01/2008(5) 10/30/2016 Common Stock 386,667 386,667 D
Employee Stock Options (right to buy) $21.87 01/25/2008(6) 12/31/2017 Common Stock 152,117 152,117 D
Employee Stock Options (right to buy) $11.42 01/12/2009(7) 12/31/2018 Common Stock 298,914 298,914 D
Employee Stock Options (right to buy) $15.05 01/19/2010(8) 12/31/2019 Common Stock 115,668 115,668 D
Long Term Incentive Plan Units (LTIPs) (9) 12/31/2010(10) (3) Common Stock 25,375 25,375 D
Long Term Incentive Plan Units (LTIPs) (9) 12/31/2010(11) (3) Common Stock 3,287 3,287 D
Long Term Incentive Plan Units (LTIPs) (9) 12/31/2010(12) (3) Common Stock 12,040 12,040 D
Long Term Incentive Plan Units (9) 01/19/2010(13) (3) Common Stock 24,364 24,364 D
Explanation of Responses:
1. Acquisition of common stock of Issuer pursuant to tender of Partnership Common Units ("OP Units") of Douglas Emmett Properties, LP, of which the Issuer is the sole stockholder of the general partner. OP Units are exchangeable for common stock of Issuer on a one-for-one basis without consideration.
2. OP Units are exchangeable for common stock of Issuer on a one-for-one basis without consideration.
3. Not applicable.
4. OP Units received upon conversion of vested and booked up long term incentive plan units ("LTIPs") in Douglas Emmett Properties, LP, granted to the Reporting Person pursuant to Issuer's 2006 Equity Incentive Plan.
5. Options vest 25% on each January 1 of 2008, 2009, 2010 and after January 1, 2011.
6. Options vest 25% on January 1, 2008 and on each December 31 of 2008, 2009 and 2010.
7. Options vest 25% on January 12, 2009, and 25% on each December 31 of 2009, 2010, and 2011.
8. Options vested 50% on January 19, 2010, and one-third of the remaining 50% on each December 31 of 2010, 2011 and 2012.
9. LTIP Units are convertible into common stock of the Issuer on a one-for-one basis.
10. Balance of LTIPs granted on October 30, 2006 which vests on December 31, 2010.
11. Balance of LTIPs granted on January 25, 2008 which vests on December 31, 2010.
12. Balance of LTIPs granted January 12, 2009 which vests 50% on each December 31 of 2010 and 2011.
13. LTIPs granted January 19, 2010 of which 50% are vested. The balance vests one-third on each December 31 of 2010, 2011 and 2012.
/s/ Theodore E. Guth by PA for William Kamer 11/11/2010
** 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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