SEC Form 4 · accession 0001209191-15-048525
Douglas Emmett Inc · DEI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Virginia McFerran
Director
Period of report
May 28, 2015
Accepted (ET)
Jun 1, 2015 · 8:06 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001364250
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Long Term Incentive Plan UnitsF1,F5,F2,F4 | $0.00 | May 28, 2015 | A | 1,718 | A | Jun 30, 2015 | — | Common Stock | 1,718 | 1,718 | D |
| Long Term Incentive Plan UnitsF1,F5,F2,F6,F7 | $0.00 | May 28, 2015 | A | 1,415 | A | Dec 31, 2015 | — | Common Stock | 1,415 | 1,415 | D |
Explanation of responses
- F1Long Term Incentive Plan Units ("LTIP Units") granted pursuant to Issuer's 2006 Omnibus Stock Incentive Plan, as amended.
- F2LTIP Units in Douglas Emmett Properties, LP, a DE limited partnership (the "Operating Partnership"). Issuer is the sole stockholder of the general partner of the Operating Partnership. LTIP Units have full parity with partnership common units (the "OP Units") for all purposes and subject to vesting, may be converted into an equal number of OP Units on a one-for-one basis. Upon the occurrence of certain events, LTIP Units and OP Units are redeemable, without consideration, for an equivalent number of shares of Issuer's common stock or for the cash value of such shares, at Issuer's election.
- F3LTIP Units granted as part of Reporting Person's annual compensation for service as a director of Issuer. Number of LTIP Units is pro-rated for 2015 from May 28, 2015 (date of Reporting Person's election as a director of Issuer) through December 31, 2015.
- F4Pro-rated LTIP Units vest in installments on June 30, 2015, September 30, 2015 and December 31, 2015. On June 30, 2015, 278 LTIP Units vest; the balance vest in equal installments on September 30 and December 31, 2015. See also footnotes 2 and 3.
- F5Not applicable.
- F6Every three years, directors may receive a grant of LTIP Units in addition to annual grants as part of their compensation for service as directors. Reporting Person received such grant of LTIP Units upon election as a director of Issuer on May 28, 2015, which is pro-rated for the three-year period ending December 31, 2015.
- F7LTIP Units will be fully vested on December 31, 2015. See also footnotes 2 and 6.