SEC Form 4 · accession 0001209191-17-034081
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
May 18, 2017
Accepted (ET)
May 19, 2017 · 7:40 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 | May 18, 2017 | S | 75,941 | $37.9051 | D | 1,576,811 | I | See footnote 6. |
| Common StockF2,F4,F5,F6 | May 19, 2017 | S | 24,059 | $38.0285 | D | 1,552,752 | 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 "Emmett Trust") as of November 23, 2016.
- F2The aggregate number of shares ("Shares") of Issuer's common stock ("Common Stock") sold by the Emmett Trust on the same day at different prices.
- F3Represents the weighted average sales price. The Shares were sold at prices ranging from $37.40 to $38.13 per share. Full information regarding the number of Shares sold at each price shall be provided to the Securities and Exchange Commission Staff ("Staff"), Issuer or any security holder, upon request.
- F4Represents the weighted average sales price. The Shares were sold at prices ranging from $37.67 to $38.24 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 5,320,467 Common Stock equivalents, including Common Stock of Issuer, partnership common units ("OP Units") of Douglas Emmett Properties, LP (the "Operating Partnership"), of which Issuer is the sole stockholder of the general partner, 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 1,486,752 Shares owned by the Emmett Trust and (ii) 66,000 Shares owned by certain trusts f/b/o Reporting Person's children (the "Children's Trusts") of which Reporting Person is a trustee with voting and investment power but disclaims beneficial ownership except to the extent of his pecuniary interest, if any, therein. Derivative securities deemed beneficially owned include (i) 3,762,104 OP Units of which 810,126 OP Units are held by the Children's Trusts and a trust f/b/o Reporting Person's spouse (collectively, the "Family Trusts") of which Reporting Person is a trustee; (ii) 3,169 LTIP Units granted under Issuer's 2006 Omnibus Stock Incentive Plan, as amended, and (iii) 2,442 LTIP Units granted under Issuer's 2016 Omnibus Stock Incentive Plan. Reporting Person disclaims beneficial ownership of OP Units held by the Family Trusts, except to the extent of his pecuniary interest, if any, therein.