SEC Form 4 · accession 0001209191-16-130611

Douglas Emmett Inc · DEI

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Officer — Chairman of the Board · Director

Period of report

Jun 23, 2016

Accepted (ET)

Jul 1, 2016 · 8:21 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	Jun 23, 2016	G	35,034	$0.00	D	1,593,777	I	See footnote 1.
Common Stock	Jun 29, 2016	M	177,778	$21.00	A	1,771,555	I	See footnote 1.
Common Stock	Jun 29, 2016	M	26,456	$21.87	A	1,798,011	I	See footnote 1.
Common Stock^F1	Jun 29, 2016	F	161,721	$34.79	D	1,636,290	I	See footnote 1.

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Employee Stock Options (right to buy)^F2	$21.00	Jun 29, 2016	M	177,778	D	Oct 30, 2006	Oct 30, 2016	Common Stock	177,778	0	D
Employee Stock Options (right to buy)^F2,F3	$21.87	Jun 29, 2016	M	26,456	D	Jan 25, 2008	Dec 31, 2017	Common Stock	26,456	0	D

F1Shares beneficially owned include (i) 1,564,290 Shares owned by the Dan A. Emmett Revocable Trust; and (ii) 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.
F2Employee stock options (right to buy) ("Options) granted pursuant to Issuer's 2006 Omnibus Stock Incentive Plan, as amended.
F3Beneficial ownership: (i) 5,170,188 partnership common units ("OP Units") of Douglas Emmett Properties, LP (the "Operating Partnership"), (ii) 217,288 OP Units held by Rivermouth Partners, A California Limited Partnership, of which Reporting Person is president of the manager of the GP, (iii) 810,126 OP Units held by trusts f/b/o Reporting Person's spouse and children, (iv) 11,559 long term incentive plan units ("LTIP Units") of the Operating Partnership, and (v) 70,121 Options. Upon the occurrence of certain events, OP Units and LTIP Units are redeemable and may be exchanged without consideration, by the holder, for an equivalent number of shares of Issuer's 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. Reporting Person disclaims beneficial ownership of OP Units and LTIP Units described herein except to the extent of his pecuniary interest, if any, therein.