SEC Form 4 · accession 0001209191-19-009954
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
Dec 13, 2018
Accepted (ET)
Feb 13, 2019 · 9:18 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 StockF1,F2 | Dec 13, 2018 | G | 33,417 | $0.00 | D | 1,183,870 | I | See footnote 2. |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Common stock beneficially owned includes (i) an aggregate of 1,183,870 Shares held by the Emmett 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) 3,462,104 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) 3,169 LTIPs granted pursuant to Issuer's 2006 Omnibus Stock Incentive Plan, as amended; and (iii) 8,845 LTIPs granted pursuant to Issuer's 2016 Omnibus Stock Incentive Plan.
- F2Following the gift reported herein, Reporting Person may be deemed to beneficially own 4,723,988 common stock equivalents, including common stock ("Common Stock") of Issuer, and partnership common units ("OP Units") and long term incentive plan units ("LTIPs") 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, LTIPs can be converted into OP Units. 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.