SEC Form 4 · accession 0001209191-17-005214
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
Jan 19, 2017
Accepted (ET)
Jan 23, 2017 · 8:32 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 Stock | Jan 19, 2017 | J | 300,000 | $0.00 | A | 1,801,265 | I | See footnote 6. |
| Common StockF3,F4,F5,F6 | Jan 19, 2017 | S | 100,000 | $37.1583 | D | 1,701,265 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Partnership Common UnitsF10,F7,F9 | $0.00 | Jan 19, 2017 | J | 300,000 | D | — | — | Common Stock | 300,000 | 4,057,770 | 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.
- F10Reporting Person's beneficial ownership includes (i) 810,126 OP Units held by the Trusts of which Reporting Person is a trustee, (ii) 70,121 stock options and 6,689 LTIP Units granted under Issuer's 2006 Omnibus Stock Incentive Plan, as amended, and (iii) 3,256 LTIP Units granted under Issuer's 2016 Omnibus Stock Incentive Plan. Reporting Person disclaims beneficial ownership of OP Units held by the Trusts, except to the extent of his pecuniary interest, if any, therein.
- F2The sales reported herein were effected pursuant to a Rule 10b5-1 trading plan entered into by the Trust as of November 23, 2016.
- F3The aggregate number of Shares sold by the Trust on the same day at different prices.
- F4Represents the weighted average sales price. The Shares were sold at prices ranging from $36.93 to $37.335 per share. Full information regarding the number of Shares sold at each price shall be provided to the Securities and Exchange Commission Staff, Issuer or any security holder, upon request.
- F5Following the sales reported herein, Reporting Person continues to beneficially own 5,768,980 Common Stock equivalents, including Common Stock of Issuer, OP Units of the Operating Partnership, and long term incentive plan units ("LTIP Units") of the Operating Partnership. Upon vesting and certain additional criteria, each LTIP Unit can be converted into one OP Unit. Upon the occurrence of certain events, OP Units are redeemable by the holder, without consideration, for an equivalent number of Shares or for the cash value of such Shares, at Issuer's option.
- F6Shares beneficially owned include (i) an aggregate of 1,629,265 Shares owned by the Trust and a community property trust with Reporting Person's spouse, and (ii) 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) 4,057,770 OP Units, including 810,126 OP Units held by trusts f/b/o Reporting Person's spouse and children (the "Trusts") of which Reporting Person disclaims beneficial ownership, except to the extent of his pecuniary interest therein; (ii) 6,689 LTIP Units and 70,121 stock options granted pursuant to Issuer's 2006 Omnibus Stock Incentive Plan, as amended; and (iii) 3,256 LTIP Units granted pursuant to Issuer's 2016 Omnibus Stock Incentive Plan.
- F7Upon 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.
- F8OP 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.
- F9Not applicable.