X0306 4 2019-11-21 0 0001364250 Douglas Emmett Inc DEI 0001378404 Panzer Kenneth M 1299 OCEAN AVENUE SUITE 1000 SANTA MONICA CA 90401 1 1 0 0 Chief Operating Officer Partnership Common Units 2019-11-21 4 J 0 31517 A Common Stock 31517 7528252 D Partnership common units ("OP Units") of Douglas Emmett Properties, LP, a DE limited partnership, Issuer's operating partnership (the "Operating Partnership"). Issuer is the sole stockholder of the general partner of the Operating Partnership. Each OP Unit has an economic interest equivalent to one share of the Issuer's common stock ("Common Stock"). Upon the occurrence of certain events, OP Units are redeemable and may be exchanged, without consideration, by the holder for an equivalent number of shares of Common Stock, at Issuer's option. In connection with a recapitalization transaction (the "Transaction") of Douglas Emmett Fund X, LLC (the "Fund"), each of the direct and indirect minority investors in the Fund was given the opportunity to receive either cash or OP Units of the Operating Partnership in exchange for their direct or indirect interests in the Fund. Reporting Person elected to receive the number of OP Units reported herein in lieu of cash. OP Units acquired by Reporting Person in exchange for direct or indirect interests in the Fund in the Transaction described above. Not applicable. Reporting Person's derivative securities include 220,557 LTIP Units granted pursuant to Issuer's 2016 Omnibus Stock Incentive Plan. Reporting Person also owns 873,590 shares of Common Stock. /s/ Ben D. Orlanski by POA for Kenneth M. Panzer 2019-11-25