0001364250-23-000061.txt : 20230912 0001364250-23-000061.hdr.sgml : 20230912 20230912193732 ACCESSION NUMBER: 0001364250-23-000061 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20230907 FILED AS OF DATE: 20230912 DATE AS OF CHANGE: 20230912 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Aronson Michele L CENTRAL INDEX KEY: 0001993146 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33106 FILM NUMBER: 231251301 MAIL ADDRESS: STREET 1: 1299 OCEAN AVENUE, SUITE 1000 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 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1299 OCEAN AVENUE, SUITE 1000 CITY: SANTA MONICA STATE: CA ZIP: 90401 BUSINESS PHONE: 310-255-7700 MAIL ADDRESS: STREET 1: 1299 OCEAN AVENUE, SUITE 1000 CITY: SANTA MONICA STATE: CA ZIP: 90401 3 1 wk-form3_1694561840.xml FORM 3 X0206 3 2023-09-07 0 0001364250 Douglas Emmett Inc DEI 0001993146 Aronson Michele L 1299 OCEAN AVENUE, SUITE 1000 SANTA MONICA CA 90401 0 1 0 0 EVP, GEN COUNSEL & SECY Long Term Incentive Plan Units 0 2032-12-31 Common Stock 93809 D Long Term Incentive Plan Units 0 2031-12-30 Common Stock 29656 D Long Term Incentive Plan Units 0 2030-12-30 Common Stock 13855 D Long Term Incentive Plan Units 0 2022-12-31 2029-12-27 Common Stock 22832 D Operating Partnership Units 0 Common Stock 271164 D Represents long term incentive plan units ("LTIP Units") in Douglas Emmett Properties, LP, a DE limited partnership (the "Operating Partnership") granted pursuant to the 2016 Omnibus Stock Incentive Plan of Douglas Emmett, Inc. ("Issuer"). Issuer is the sole stockholder of the general partner of the Operating Partnership. Upon vesting and certain additional criteria, each LTIP Unit can be converted into one partnership common unit of the Operating Partnership ("OP Unit"), after achievement of a specified percentage increase in Gross Asset Values of the assets of the Operating Partnership. LTIP Units not converted into OP Units within 10 years of the grant date of the LTIP Unit will be forfeited. The LTIP Units vest in three substantially equal installments on each of December 31, 2023, 2024 and 2025, subject to continued service. The LTIP Units vest in two equal installments on each of December 31, 2023 and 2024, subject to continued service. The LTIP Units vest on December 31, 2023, subject to continued service. Represents OP Units that were originally granted as LTIPs and have satisfied all vesting and other conditions for conversion into OP Units. Following the occurrence of certain events, 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, and do not have an expiration date. Exhibit List: Exhibit 24 - Power of Attorney /s/ Peter Seymour , Attorney-in-Fact for Michele L. Aronson 2023-09-12 EX-24.1 2 powerofattorney-michelearo.htm EX-24.1 Document

POWER OF ATTORNEY

With respect to holdings of and transactions in securities issued by Douglas Emmett, Inc. (the “Company”), the undersigned hereby constitutes and appoints the individuals named on Schedule A attached hereto and as may be amended from time to time, or any of them signing singly, with full power of substitution and resubstitution, to act as the undersigned’s true and lawful attorney-in-fact to:

1.execute for and on behalf of the undersigned, Schedules 13D and 13G in accordance with Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules thereunder, and Forms 3, 4, and 5 in accordance with Section 16 of the Exchange Act and the rules thereunder, and Notices of Proposed Sale of Securities Pursuant to Rule 144 (“Form 144”), in accordance with the requirements of Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”); and

2.do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Schedule 13D, Schedule 13G, Form 3, Form 4, Form 5, and Form 144, complete and execute any amendment or amendments thereto, and to timely file such Schedule 13D, Schedule 13G, Form 3, Form 4, Form 5, and Form 144, as applicable, and any amendment thereto, with the United States Securities and Exchange Commission and any stock exchange or similar authority.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution and resubstitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorneys-in-fact substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.

The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 13 and Section 16 of the Exchange Act, or Rule 144 under the Securities Act.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file any Schedule 13D, Schedule 13G, Form 3, Form 4, Form 5, and Form 144 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 7th day of September, 2023.


/s/ Michele L. Aronson
Michele L. Aronson




Schedule A

INDIVIDUALS APPOINTED AS ATTORNEY-IN-FACT,
WITH FULL POWER OF SUBSTITUTION AND RESUBSTITUTION

1. Peter Seymour, Chief Financial Officer of the Company