SEC Form 4 · accession 0001209191-18-000403
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
Nov 14, 2017
Accepted (ET)
Jan 2, 2018 · 8:49 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 | Nov 14, 2017 | G | 46,598 | $0.00 | D | 1,296,027 | I | See footnote 2. |
| Common StockF1,F2 | Dec 7, 2017 | G | 30,000 | $0.00 | D | 1,266,027 | I | See footnote 2. |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Long Term Incentive Plan UnitsF3,F5,F4 | $0.00 | Dec 28, 2017 | A | 3,043 | A | Dec 31, 2017 | Dec 28, 2027 | Common Stock | 3,043 | 3,043 | D |
Explanation of responses
- F1Following the gifts reported herein, Reporting Person continues to beneficially own 4,799,742 common stock equivalents, including common stock ("Common Stock") of Issuer, partnership common units ("OP Units") and long term incentive plan units ("LTIP Units") of Douglas Emmett Properties, LP (the "Operating Partnership"). Issuer is the sole stockholder of the general partner 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 and may be exchanged without consideration by the holder for an equivalent number of shares of Common Stock or for the cash value of such shares, at Issuer's option.
- F2Reporting Person may be deemed to beneficially own Common Stock including (i) an aggregate of 1,266,027 shares of Common Stock owned by the Emmett Trust, and (ii) 66,000 shares of Common Stock 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. Reporting Person disclaims beneficial ownership of Common Stock owned by the Children's Trusts, except to the extent of his pecuniary interest, if any, therein.
- F3LTIP Units granted pursuant to Issuer's 2016 Omnibus Stock Incentive Plan. Upon vesting, each LTIP Unit can be converted into one OP Unit of the Operating Partnership, which is ultimately exchangeable into Common Stock of Issuer, only, if applicable, after a specified percentage increase in Gross Asset Values of the assets of the Operating Partnership. LTIP Units not converted into OP Units within 10 years of the grant date will be forfeited. Upon the occurrence of certain events, OP Units are redeemable by the holder, without consideration, for an equivalent number of shares of Issuer's Common Stock or for the cash value of such shares, at Issuer's election.
- F4LTIP Units vested 25% on December 31, 2017, with the remainder to vest in 25% increments on December 31, 2018, 2019 and 2020.
- F5In addition to LTIP Units reported herein, Reporting Person's derivative securities include (i) 3,462,104 OP Units of which 810,126 OP Units are held by the Children's Trusts and a trust f/b/o the 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.