SEC Form 4 · accession 0001209191-16-155039
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 9, 2016
Accepted (ET)
Dec 13, 2016 · 9:13 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 StockF1 | Dec 9, 2016 | G | 135,025 | $0.00 | D | 1,618,553 | I | See footnote 1. |
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 UnitsF2,F4,F3 | $0.00 | Dec 9, 2016 | A | 3,256 | A | Dec 31, 2016 | Dec 9, 2026 | Common Stock | 3,256 | 3,256 | I |
Explanation of responses
- F1Shares beneficially owned include (i) an aggregate of 1,529,265 Shares owned by the Dan A. Emmett Revocable Trust and a community property trust with Reporting Person's spouse; (ii) 17,288 Shares owned by Rivermouth Partners; and (iii) 72,000 Shares owned by certain trusts f/b/o Reporting Person's children of which Reporting Person is a trustee with voting and investment power but disclaims beneficial ownership. Derivative securities beneficially owned include (i) 4,357,770 OP Units (defined below) as to which Reporting Person disclaims beneficial ownership, except to the extent of his pecuniary interest therein, of 810,126 OP Units held by trusts f/b/o Reporting Person's spouse and children; 6,689 LTIP Units (defined below); and 70,121 stock options.
- F2Long Term Incentive Plan units ("LTIP Units") in Douglas Emmett Properties, LP, a DE limited partnership (the "Operating Partnership") granted pursuant to the 2016 Omnibus Stock Incentive Plan of Douglas Emmett, Inc. ("Issuer"). Issuer is the sole stockholder of the general partner of the Operating Partnership. Upon vesting, each LTIP Unit can be converted into one partnership common unit ("OP Unit") of the Operating Partnership, which is ultimately exchangeable into common stock of Issuer, only, if applicable, after a specified percentage increase in Gross Asset Values of the assets of the Operating Partnership. LTIP Units not converted into OP Units within 10 years of the grant date will be forfeited. Upon the occurrence of certain events, OP Units are redeemable by the holder, 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 vest one-quarter on December 31 of 2016, 2017, 2018 and 2019.
- F4In addition to LTIP Units reported herein, Reporting Person holds 6,689 LTIP Units granted pursuant to Issuer's 2006 Omnibus Stock Incentive Plan, as amended. See also footnote 1.