SEC Form 4 · accession 0001209191-17-011787

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

Feb 14, 2017

Accepted (ET)

Feb 16, 2017 · 9:02 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^F1,F2	Feb 14, 2017	S	6,000	$39.2115	D	1,721,803	I	See footnote 9.
Common Stock^F3,F4	Feb 14, 2017	S	26,538	$39.2235	D	1,695,265	I	See footnote 9.
Common Stock^F3,F5	Feb 16, 2017	S	42,513	$39.1231	D	1,652,752	I	See footnote 9.
Common Stock^F3,F7,F8,F9	Feb 16, 2017	S	70,405	$39.1416	D	1,582,347	I	See footnote 9.

Table II — derivative securities

No Table II lines on this filing.

Explanation of responses

F1The aggregate number of shares (the "Shares") of Issuer's common stock sold by the Daniel W. Emmett Living Trust on the same day at different prices. The Reporting Person is a trustee of such trust and has sole voting and dispositive control over such Shares but disclaims beneficial interest therein.
F2Represents the weighted average sales price. The Shares were sold at prices ranging from $39.17 to $39.26 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.
F3The aggregate number of Shares sold by the Reporting Person on the same day at different prices.
F4Represents the weighted average sales price. Shares were sold at prices ranging from $39.17 to $39.285 per share. Full information regarding the number of Shares sold at each price shall be provided to the Staff, Issuer or any security holder, upon request.
F5Represents the weighted average sales price. The Shares were sold at prices ranging from $39.05 to $39.39 per share. Full information regarding the number of Shares sold at each price shall be provided to the Staff, Issuer or any security holder, upon request.
F6Such sale was effected pursuant to a Rule 10b5-1 trading plan entered into by the Dan A. Emmett Revocable Trust (the "Trust") as of November 23, 2016.
F7Represents the weighted average sales price. The Shares were sold at prices ranging from $39.02 to $39.44 per share. Full information regarding the number of Shares sold at each price shall be provided to the Staff, Issuer or any security holder, upon request.
F8Following the sales reported herein, Reporting Person continues to beneficially own 5,650,062 common stock equivalents, including common stock of Issuer, partnership common units ("OP Units") of Douglas Emmett Partnership, LP (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.
F9Shares beneficially owned include (i) an aggregate of 1,582,347 Shares owned by the Trust, and (ii) 66,000 Shares owned by certain trusts f/b/o Reporting Person's children of which Reporting Person is a trustee with sole voting and dispositive power but disclaims beneficial ownership therein. 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 of which Reporting Person disclaims beneficial ownership, except to the extent of his pecuniary interest, if any, therein; (ii) 6,689 LTIP Units 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. Issuer is the sole stockholder of the general partner of the Operating Partnership.