SEC Form 4 · accession 0001181431-15-005023
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
Mar 19, 2015
Accepted (ET)
Mar 23, 2015 · 8:57 pm EDT
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 Stock | Mar 19, 2015 | J | 300,000 | $0.00 | A | 2,982,857 | I | See footnote 9. |
| Common Stock | Mar 19, 2015 | J | 120,000 | $0.00 | A | 3,102,857 | I | See footnote 9. |
| Common StockF4,F5 | Mar 19, 2015 | S | 66,714 | $29.1507 | D | 3,036,143 | I | See footnote 9. |
| Common StockF6,F5 | Mar 19, 2015 | S | 26,686 | $29.1507 | D | 3,009,457 | I | See footnote 9. |
| Common StockF4,F7 | Mar 20, 2015 | S | 33,286 | $29.5719 | D | 2,976,171 | I | See footnote 9. |
| Common StockF6,F7,F8,F9 | Mar 20, 2015 | S | 13,314 | $29.5719 | D | 2,962,857 | I | See footnote 9. |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Operating Partnership UnitsF10,F11,F13 | $0.00 | Mar 19, 2015 | J | 300,000 | D | — | — | Common Stock | 300,000 | 6,970,188 | I |
| Operating Partnership UnitsF10,F15,F11,F13 | $0.00 | Mar 19, 2015 | J | 120,000 | D | — | — | Common Stock | 120,000 | 6,850,188 | I |
Explanation of responses
- F1Common 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.
- F10OP 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.
- F11See footnote 10.
- F12OP 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.
- F13Not applicable.
- F14OP 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.
- F15Reporting Person's beneficial ownership of OP Units includes 697,288 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.
- F2Shares 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.
- F3The sales reported herein were effected pursuant to Rule 10b5-1 trading plans entered into by the Trust and Rivermouth as of November 18, 2014.
- F4The aggregate of Shares sold by the Trust on the same day at different prices.
- F5Represents the weighted average sales price. The Shares were sold at prices ranging from $28.66 to $29.24 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.
- F6The aggregate number of Shares sold by Rivermouth on the same day at different prices.
- F7Represents the weighted average sales price. The Shares were sold at prices ranging from $29.12 to $29.79 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.
- F8Following the sales reported herein, Reporting Person continued to beneficially own 9,820,442 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.
- F9Shares beneficially owned by Reporting Person include (i) 2,137,107 Shares owned by the Trust; (ii) 633,750 Shares owned by the Emmett Foundation, a California charitable organization, and disclaimed by Reporting Person; (iii) 120,000 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 6,850,188 OP Units, 7,397 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.