-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TU86K/AszqsJ4qbP9oTexRWi+KlnL7hbk/26hlTkK9Fgq5K5cut8NX6qDBtxOg6n z5UkWJM+vuyD6f2VM4lmww== 0001209191-06-057075.txt : 20061101 0001209191-06-057075.hdr.sgml : 20061101 20061101193905 ACCESSION NUMBER: 0001209191-06-057075 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20061030 FILED AS OF DATE: 20061101 DATE AS OF CHANGE: 20061101 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Kamer William CENTRAL INDEX KEY: 0001378403 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33106 FILM NUMBER: 061180378 BUSINESS ADDRESS: BUSINESS PHONE: 310-255-7700 MAIL ADDRESS: STREET 1: DOUGLAS EMMETT, INC STREET 2: 808 WILSHIRE BOULEVARD, SUITE 200 CITY: SANTA MONICA STATE: CA ZIP: 90401 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Douglas Emmett Inc CENTRAL INDEX KEY: 0001364250 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 203073047 STATE OF INCORPORATION: MD BUSINESS ADDRESS: STREET 1: 808 WILSHIRE BLVD., SUITE 200 CITY: SANTA MONICA STATE: CA ZIP: 90401 BUSINESS PHONE: 310-255-7700 MAIL ADDRESS: STREET 1: 808 WILSHIRE BLVD., SUITE 200 CITY: SANTA MONICA STATE: CA ZIP: 90401 4 1 doc4.xml FORM 4 SUBMISSION X0202 4 2006-10-30 0 0001364250 Douglas Emmett Inc DEI 0001378403 Kamer William 808 WILSHIRE BOULEVARD, SUITE 200 SANTA MONICA CA 90401 0 1 0 0 Chief Financial Officer Common Stock 2006-10-30 4 P 0 95200 21.00 A 95200 D Option (Right-to-Buy) 21.00 2006-10-30 4 A 0 386667 0.00 A 2016-10-30 Common Stock 386667 386667 D Long-Term Incentive Units 2006-10-30 4 A 0 101500 0.00 A Common Stock 101500 101500 D Partnership Units 2006-10-30 4 J 0 43021 A 2006-12-30 Common Stock 43021 43021 D Options will vest in four equal annual installments upon each anniversary of December 31, 2006. 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. LTIP Units are convertible to common stock of the Issuer on a one-for-one basis. LTIP Units will vest in four equal annual installments upon each anniversary of December 31, 2006. Not applicable. 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. LP Units are convertible to common stock of the Issuer on a one-for-one basis. 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. /s/ William Kamer 2006-11-01 -----END PRIVACY-ENHANCED MESSAGE-----