SEC Form 4 · accession 0000899243-16-012216
Douglas Emmett Inc · DEI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Dan A Emmett
Officer — Chairman of the Board · Director
Period of report
Jan 21, 2016
Accepted (ET)
Jan 26, 2016 · 6:28 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001364250
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF9,F10 | Dec 24, 2015 | G | 161,600 | $0.00 | D | 2,262,561 | I | See footnotes |
| Common StockF9,F10 | Dec 24, 2015 | G | 117,100 | $0.00 | A | 2,379,661 | I | See footnotes |
| Common StockF9,F10 | Jan 21, 2016 | J | 300,000 | $0.00 | A | 2,679,661 | I | See footnotes |
| Common StockF9,F10 | Jan 21, 2016 | J | 120,000 | $0.00 | A | 2,799,661 | I | See footnotes |
| Common StockF5,F6,F9,F10 | Jan 21, 2016 | S | 67,500 | $27.7246 | D | 2,732,161 | I | See footnotes |
| Common StockF7,F6,F9,F10 | Jan 21, 2016 | S | 27,000 | $27.7246 | D | 2,705,161 | I | See footnotes |
| Common StockF5,F8,F9,F10 | Jan 22, 2016 | S | 32,500 | $28.346 | D | 2,672,661 | I | See footnotes |
| Common StockF7,F8,F9,F10 | Jan 22, 2016 | S | 13,000 | $28.346 | D | 2,659,661 | I | See footnotes |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Operating Partnership UnitsF11,F16,F12,F14 | $0.00 | Jan 21, 2016 | J | 300,000 | D | — | — | Common Stock | 300,000 | 5,710,188 | I |
| Operating Partnership UnitsF11,F16,F12,F14 | $0.00 | Jan 21, 2016 | J | 120,000 | D | — | — | Common Stock | 120,000 | 5,590,188 | I |
Explanation of responses
- F1Includes gift to the Emmett Foundation, a California charitable organization (the "Foundation"), of which the Reporting Person has sole voting and dispositive power. Beneficial ownership of shares held by the Foundation is disclaimed by the Reporting Person.
- F10Shares beneficially owned include (i) 1,756,811 Shares owned by the Trust; (ii) 750,850 Shares owned by the Emmett Foundation, a CA charitable organization, disclaimed by Reporting Person; (iii) 80,000 Shares owned by Rivermouth; (iv) 72,000 Shares owned by certain trusts f/b/o Reporting Person's spouse and children of which Reporting Person is a trustee with voting and investment power but disclaims beneficial ownership. Derivative securities beneficially owned include (i) 5,590,188 OP Units of which Reporting Person disclaims beneficial ownership, except to the extent of his pecuniary interest therein, 337,288 OP Units held by Rivermouth and 810,126 OP Units held by trusts f/b/o Reporting Person's spouse and children, 11,559 LTIP Units, and 274,355 stock options.
- F11OP Units of the Operating Partnership. 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, or for the cash value of such Shares at Issuer's option. Issuer is the sole stockholder of the general partner of the Operating Partnership.
- F12See footnote 11.
- F13OP Units tendered by the Trust for redemption and exchange for an equal number of Shares in accordance with the provisions of the Limited Partnership Agreement of the Operating Partnership.
- F14Not applicable.
- F15OP Units tendered by Rivermouth for redemption and exchange for an equal number of Shares in accordance with the provisions of the Limited Partnership Agreement of the Operating Partnership.
- F16Reporting Person's beneficial ownership of OP Units includes 337,288 OP Units held by Rivermouth and 810,126 OP Units held by certain trusts for the benefit of Reporting Person's spouse and children of which Reporting Person is a trustee. Reporting Person disclaims beneficial ownership of OP Units held by Rivermouth and such trusts, except to the extent of his pecuniary interest, if any, in such OP Units.
- F2Common stock of Issuer acquired by the Dan A. Emmett Revocable Trust (the "Trust") upon redemption and exchange of Partnership Common Units ("OP Units") of Douglas Emmett Properties, LP, a Delaware limited partnership (the "Operating Partnership"). 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 Issuer's common stock (the "Shares"), or for the cash value of such Shares at Issuer's option. Issuer is the sole stockholder of the general partner of the Operating Partnership.
- F3Shares acquired by Rivermouth Partners, a California limited partnership ("Rivermouth") upon redemption and exchange of OP Units of the Operating Partnership. Reporting Person is president of the manager of the general partner of Rivermouth. See also footnote 1.
- F4The sales reported herein were effected pursuant to Rule 10b5-1 trading plans entered into by the Dan A Emmett Revocable Trust (the "Trust") and Rivermouth Partners, A California Limited Partnership ("Rivermouth"), as of November 18, 2014. Reporting Person is president of the manager of the general partner of Rivermouth.
- F5The aggregate of Shares sold by the Trust on the same day at different prices.
- F6Represents the weighted average sales price. The Shares were sold at prices ranging from $27.44 to $28.05 per share. Full information regarding the number of Shares sold at each price shall be provided to the Securities and Exchange Commission Staff (the "Staff"), Issuer or any security holder, upon request.
- F7The aggregate number of Shares sold by Rivermouth on the same day at different prices.
- F8Represents the weighted average sales price. The Shares were sold at prices ranging from $27.96 to $28.50 per share. Full information regarding the number of Shares sold at each price shall be provided to the Staff, Issuer or any security holder, upon request.
- F9Following the sales reported herein, Reporting Person continued to beneficially own 8,261,408 common stock equivalents, including common stock, partnership common units ("OP Units") of Douglas Emmett Properties, LP (the "Operating Partnership"), and long term incentive plan units ("LTIP Units") of the Operating Partnership. Upon the occurrence of certain events, OP Units and LTIP Units are redeemable and exchangeable, without consideration, by the holder for an equivalent number of Shares or for the cash value of such Shares, at Issuer's election. Issuer is the sole stockholder of the general partner of the Operating Partnership.