SEC Form 4 · accession 0001209191-15-076167
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
Oct 15, 2015
Accepted (ET)
Oct 19, 2015 · 6:24 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 | Oct 15, 2015 | J | 300,000 | $0.00 | A | 2,724,161 | I | See footnote 9. |
| Common Stock | Oct 15, 2015 | J | 120,000 | $0.00 | A | 2,844,161 | I | See footnote 9. |
| Common StockF4,F5 | Oct 15, 2015 | S | 91,228 | $30.3796 | D | 2,752,933 | I | See footnote 9. |
| Common StockF6,F5 | Oct 15, 2015 | S | 36,491 | $30.3796 | D | 2,716,442 | I | See footnote 9. |
| Common StockF4,F7 | Oct 16, 2015 | S | 8,772 | $30.5242 | D | 2,707,670 | I | See footnote 9. |
| Common StockF6,F7,F8,F9 | Oct 16, 2015 | S | 3,509 | $30.5242 | D | 2,704,161 | 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,F12 | $0.00 | Oct 15, 2015 | J | 300,000 | D | — | — | Common Stock | 300,000 | 6,130,188 | I |
| Operating Partnership UnitsF13,F14,F11,F12 | $0.00 | Oct 15, 2015 | J | 120,000 | D | — | — | Common Stock | 120,000 | 6,010,188 | I |
Explanation of responses
- F1Common stock ("Common 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 ("Shares") of Common Stock, 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 tendered by the Trust for redemption and exchange in accordance with the terms of the Limited Partnership Agreement of the Operating Partnership.
- F11Upon 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.
- F12Not applicable.
- F13OP Units of the Operating Partnership tendered by Rivermouth for redemption and exchange in accordance with the terms of the Limited Partnership Agreement of the Operating Partnership.
- F14Reporting Person's beneficial ownership of OP Units includes 577,288 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 regarding redemption of OP Units.
- F3The sales reported herein were effected pursuant to Rule 10b5-1 trading plans, as amended, 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 $30.07 to $30.5525 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.
- 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 $30.41 to $30.63 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.
- F8Following the sales reported herein, Reporting Person continued to beneficially own 8,721,746 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.
- F9Shares beneficially owned include (i) 1,918,411 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 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) 6,010,188 OP Units of which Reporting Person disclaims beneficial ownership, except to the extent of his pecuniary interest therein, 457,288 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.