SEC Form 4 · accession 0001209191-17-021866
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
Mar 16, 2017
Accepted (ET)
Mar 20, 2017 · 8:08 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 StockF2,F3 | Mar 16, 2017 | S | 43,621 | $38.3377 | D | 1,509,131 | I | See footnote 6. |
| Common StockF2,F4,F5,F6 | Mar 17, 2017 | S | 56,379 | $38.3434 | D | 1,452,752 | I | See footnote 6. |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1The sales reported herein were 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.
- F2The aggregate number of shares of Issuer's common stock (the "Shares") sold by the Trust on the same day at different prices.
- F3Represents the weighted average sales price. The Shares were sold at prices ranging from $38.19 to $38.75 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.
- F4Represents the weighted average sales price. The Shares were sold at prices ranging from $38.03 to $38.76 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.
- F5Following the sales reported herein, Reporting Person continues to beneficially own 5,520,467 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 conditions, 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.
- F6Common stock beneficially owned includes (i) an aggregate of 1,386,752 Shares held by the Trust, and (ii) 66,000 Shares held 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.