SEC Form 4 · accession 0001209191-17-046096
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
Jul 20, 2017
Accepted (ET)
Jul 24, 2017 · 5:56 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 Stock | Jul 20, 2017 | J | 300,000 | $0.00 | A | 1,686,752 | I | See footnote 8. |
| Common StockF3,F4 | Jul 20, 2017 | S | 60,000 | $38.0417 | D | 1,626,752 | I | See footnote 8. |
| Common StockF3,F5 | Jul 21, 2017 | S | 35,366 | $37.8671 | D | 1,591,386 | I | See footnote 8. |
| Common StockF3,F6,F7,F8 | Jul 24, 2017 | S | 4,634 | $37.7331 | D | 1,586,732 | I | See footnote 8. |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Partnership Common UnitsF12,F9,F11 | $0.00 | Jul 20, 2017 | J | 300,000 | D | — | — | Common Stock | 300,000 | 3,462,104 | I |
Explanation of responses
- F1Common stock ("Common Stock") of Issuer acquired by the Dan A. Emmett Revocable Trust (the "Emmett 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.
- F10OP Units of the Operating Partnership tendered by the Emmett Trust for redemption and exchange in accordance with the terms of the Limited Partnership Agreement of the Operating Partnership.
- F11Not applicable.
- F12Beneficial ownership of derivative securities includes (i) 810,126 OP Units 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.
- F2The sales reported herein were effected pursuant to a Rule 10b5-1 trading plan entered into by the Emmett Trust as of November 23, 2016.
- F3The aggregate number of Shares sold by the Emmett Trust on the same day at different prices.
- F4Represents the weighted average sales price. The Shares were sold at prices ranging from $37.91 to $38.24 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.
- F5Represents the weighted average sales price. The Shares were sold at prices ranging from $37.73 to $38.10 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.
- F6Represents the weighted average sales price. The Shares were sold at prices ranging from $37.58 to $37.85 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.
- F7Following the sales reported herein, Reporting Person continues to beneficially own 5,120,467 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.
- F8Shares beneficially owned include (i) an aggregate of 1,586,752 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.
- F9Upon 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.