SEC Form 4 · accession 0001209191-18-061892
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, 2018
Accepted (ET)
Dec 10, 2018 · 9:12 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 | Mar 16, 2018 | G | 26,344 | $0.00 | D | 1,239,683 | I | See footnote 1. |
| Common StockF1 | Dec 3, 2018 | G | 22,396 | $0.00 | D | 1,217,287 | I | See footnote 1. |
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 UnitsF2,F4,F3 | $0.00 | Dec 6, 2018 | A | 3,360 | A | Dec 31, 2018 | Dec 6, 2028 | Common Stock | 3,360 | 3,360 | D |
Explanation of responses
- F1Reporting Person may be deemed to beneficially own common stock ("Common Stock") of Issuer including (i) an aggregate of 1,217,287 shares of Common Stock owned by the Dan A. Emmett Revocable Living Trust and a community property 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.
- F2Long term incentive plan units ("LTIP Units") of Douglas Emmett Properties, LP (the "Operating Partnership") granted pursuant to the 2016 Omnibus Stock Incentive Plan of Issuer. 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 partnership common units ("OP Units"). LTIP Units not converted into OP Units within 10 years of the grant date will be forfeited. Upon the occurrence of certain events, and, if applicable, only after a specified percentage increase in Gross Asset Values of the assets of the Operating Partnership, OP Units are redeemable and may be exchanged without consideration by the holder for an equivalent number of shares of Common Stock of Issuer or for the cash value of such shares, at Issuer's option.
- F3LTIP Units vest 25% on December 31, 2018. The balance of the LTIP Units vests in equal installments on December 31, 2019, 2020 and 2021.
- F4In 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 and 3,043 LTIP Units granted respectively in 2016 and 2017 pursuant to 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.