SEC Form 4 · accession 0001209191-15-061766

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

Jul 16, 2015

Accepted (ET)

Jul 20, 2015 · 8:02 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^F2,F3	Jul 16, 2015	S	33,286	$29.0752	D	2,810,875	I	See footnote 7.
Common Stock^F4,F3	Jul 16, 2015	S	13,314	$29.0752	D	2,797,561	I	See footnote 7.
Common Stock^F2,F5	Jul 17, 2015	S	39,571	$29.0003	D	2,757,990	I	See footnote 7.
Common Stock^F4,F5,F6,F7	Jul 17, 2015	S	15,829	$29.0003	D	2,742,161	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, LP, a California limited partnership ("Rivermouth"), as of November 18, 2014, as amended.
F2The aggregate of shares of Issuer's common stock (the "Shares") sold by the Trust on the same day at different prices.
F3Represents the weighted average sales price of the Shares. The Shares were sold at prices ranging from $28.83 to $29.15 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 of the Shares. The Shares were sold at prices ranging from $28.86 to $29.20 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 9,179,746 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.
F7Shares beneficially owned include (i) 1,945,554 Shares owned by the Trust; (ii) 633,750 Shares owned by the Emmett Foundation, a CA charitable organization, disclaimed by Reporting Person; (iii) 90,857 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 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) 6,430,188 OP Units of which Reporting Person disclaims beneficial ownership, except to the extent of his pecuniary interest therein, 577,288 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.