SEC Form 4 · accession 0001181431-15-003092
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
Feb 19, 2015
Accepted (ET)
Feb 23, 2015 · 5:41 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 StockF2,F3 | Feb 19, 2015 | S | 100,000 | $29.5447 | D | 2,722,857 | I | See footnote 6. |
| Common StockF4,F3,F5,F6 | Feb 19, 2015 | S | 40,000 | $29.5447 | D | 2,682,857 | I | See footnote 6. |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1The 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, L.P., a California limited partnership ("Rivermouth"), as of November 18, 2014. Reporting Person is president of the manager of the general partner of Rivermouth.
- F2The aggregate of shares of Issuer's common stock ("Shares") sold by the Trust on the same day at different prices.
- F3Represents the weighted average sales price. The Shares were sold at prices ranging from $29.415 to $29.78 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.
- F4The aggregate number of Shares sold by Rivermouth on the same day at different prices.
- F5Following the sales reported herein, Reporting Person continued to beneficially own 9,960,442, common stock equivalents, including common stock, OP Units, and long term incentive plan units ("LTIP Units"). 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.
- F6Shares beneficially owned by Reporting Person include (i) 1,937,107 Shares owned by the Trust; (ii) 633,750 Shares owned by the Emmett Foundation, a California charitable organization, and disclaimed by Reporting Person; (iii) 40,000 Shares owned by Rivermouth and disclaimed by Reporting Person except to the extent of his pecuniary interest therein; and (iv) 72,000 Shares owned by certain trusts for the benefit of Reporting Person's spouse and children of which the Reporting Person is a trustee and has voting and investment power but disclaims beneficial ownership. Derivative securities beneficially owned include 7,264,965 OP Units, 12,620 LTIP Units some of which are subject to vesting, and 274,355 vested stock options (right to buy). Upon the occurrence of certain events, OP Units and LTIP Units are redeemable, without consideration, by the holder for an equivalent number of Shares or for the cash value of such Shares, at Issuer's election.