SEC Form 4 · accession 0001209191-16-155052
Douglas Emmett Inc · DEI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Kenneth M Panzer
Officer — Chief Operating Officer · Director
Period of report
Dec 9, 2016
Accepted (ET)
Dec 13, 2016 · 9:26 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001364250
Table I — non-derivative securities
No Table I lines on this filing.
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 UnitsF1,F3,F2 | $0.00 | Dec 9, 2016 | A | 255,819 | A | Dec 31, 2016 | Dec 9, 2026 | Common Stock | 255,819 | 255,819 | D |
Explanation of responses
- F1Long 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.
- F2These LTIP Units vest 50% on December 31, 2016, with the remaining 50% vesting one-third on each December 31 of 2017, 2018 and 2019.
- F3In addition to the LTIP Units reporting herein, Reporting Person owns 264,729 LTIP Units and employee stock options to purchase 1,884,559 of Issuer's common stock, granted pursuant to Issuer's 2006 Omnibus Stock Incentive Plan, as amended, and an aggregate of 6,633,418 OP Units.