SEC Form 4 · accession 0001209191-15-086710
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
Dec 18, 2015
Accepted (ET)
Dec 22, 2015 · 6:29 pm EST
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 | Dec 18, 2015 | S | 43,658 | $30.0799 | D | 2,441,624 | I | See footnote 6. |
| Common StockF4,F3,F5,F6 | Dec 18, 2015 | S | 17,463 | $30.0799 | D | 2,424,161 | I | See footnote 6. |
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 UnitsF7,F10,F8,F9 | $0.00 | Dec 21, 2015 | A | 4,162 | A | — | — | Common Stock | 4,162 | 4,162 | D |
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, A California Limited Partnership ("Rivermouth"), as of November 18, 2014. Reporting Person is president of the manager of the general partner of Rivermouth.
- F10See footnote 6 for explanation of ownership.
- 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 $29.87 to $30.29 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.
- F5Following the sales reported herein, Reporting Person continued to beneficially own 8,445,908 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.
- F6Shares beneficially owned include (i) 1,718,411 Shares owned by the Trust; (ii) 633,750 Shares owned by the Emmett Foundation, a CA charitable organization, disclaimed by Reporting Person; (iii) -0- Shares owned by Rivermouth; (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, 11,559 LTIP Units, and 274,355 stock options.
- F7Long Term Incentive Plan units ("LTIP Units") in Douglas Emmett Properties, LP, a DE limited partnership (the "Operating Partnership") granted pursuant to Issuer's 2006 Omnibus Stock Incentive Plan, as amended. 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.
- F8LTIP Units are convertible into OP Units upon vesting and at Issuer's election, may be redeemed for common stock of Issuer on a one-for-one basis. LTIP Units vest one-quarter on each December 31 of 2015, 2016, 2017 and 2018.
- F9Not applicable.