SEC Form 4 · accession 0001181431-15-005988
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
Apr 16, 2015
Accepted (ET)
Apr 20, 2015 · 7:51 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 StockF2,F3 | Apr 16, 2015 | S | 80,286 | $29.2269 | D | 2,882,571 | I | See footnote 7. |
| Common StockF4,F3 | Apr 16, 2015 | S | 32,114 | $29.2269 | D | 2,850,457 | I | See footnote 7. |
| Common StockF2,F5 | Apr 17, 2015 | S | 19,714 | $28.9027 | D | 2,830,743 | I | See footnote 7. |
| Common StockF4,F5,F6,F7 | Apr 17, 2015 | S | 7,886 | $28.9027 | D | 2,822,857 | I | See footnote 7. |
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 ("Rivermouth") as of November 18, 2014.
- F2The aggregate of 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 $29.05 to $29.37 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.
- F5Represents the weighted average sales price. The Shares were sold at prices ranging from $28.70 to $29.08 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.
- F6Following the sales reported herein, Reporting Person continued to beneficially own 9,680,442 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.
- F7Shares beneficially owned include (i) 2,037,107 Shares owned by the Trust; (ii) 633,750 Shares owned by the Emmett Foundation, a CA charitable organization, disclaimed by Reporting Person; (iii) 80,000 Shares owned by Rivermouth, disclaimed by Reporting Person except to the extent of his pecuniary interest therein; (iv) 72,000 Shares owned by certain trusts fbo of 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 6,850,188 OP Units of which Reporting Person disclaims, except to the extent of his pecuniary interest therein, 697,288 OP Units held by Rivermouth and 810,126 OP Units held by trusts f/b/o Reporting Person's spouse and children, 7,397 LTIP Units, and 274,355 stock options.