Sec Form 4 Filing - Emmett Dan A @ Douglas Emmett Inc - 2012-02-16

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Emmett Dan A
2. Issuer Name and Ticker or Trading Symbol
Douglas Emmett Inc [ DEI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chairman of the Board
(Last) (First) (Middle)
808 WILSHIRE BOULEVARD, SUITE 200
3. Date of Earliest Transaction (MM/DD/YY)
02/16/2012
(Street)
SANTA MONICA, CA90401
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 02/16/2012 S( 1 ) 100,000 ( 2 ) D $ 21.23 4,321,257 I See Footnote 5.
Common Stock 01/19/2012 S( 1 ) 40,000 ( 3 ) D $ 21.23 4,281,257 ( 4 ) I ( 5 ) See Footnote 5.
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Emmett Dan A
808 WILSHIRE BOULEVARD
SUITE 200
SANTA MONICA, CA90401
X X Chairman of the Board
Signatures
/s/ Ben D. Orlanski by PA for Dan A. Emmett 02/21/2012
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The sales reported herein were effected pursuant to Rule 10b5-1 trading plans entered into by Reporting Person and an entity affiliated with Reporting Person as of December 8, 2011.
( 2 )Shares of Issuer's common stock ("Shares") sold by the Dan A. Emmett Revocable Living Trust dated November 21, 1995 (the "Trust").
( 3 )Shares sold by Rivermouth Partners, a California limited partnership ("Rivermouth"), of which the Trust is the general partner.
( 4 )Following the sales reported herein, subject to the ownership disclaimer in Footnote 5, Reporting Person continued to beneficially own 15,456,754 common stock equivalents, including common stock, partnership common units ("OP Units") of Douglas Emmett Properties, LP, and long term incentive plan units ("LTIPs"). Upon the occurrence of certain events, OP Units and LTIPs are redeemable, without consideration, by the holder for an equivalent number of Shares or for the cash value of such Shares, at Issuer's election.
( 5 )Ownership: 3,580,507 Shares held by the Trust; 228,750 Shares held by the Emmett Foundation, a CA charitable organization, & disclaimed by Reporting Person; 400,000 Shares held by Rivermouth & disclaimed by Reporting Person except to the extent of his pecuniary interest therein; 72,000 Shares held by trusts f/b/o Reporting Person's children of which the Reporting Person has voting & investment power but disclaims beneficial ownership. Beneficial ownership of derivative securities: 11,161,932 OP Units of which Reporting Person disclaims, except to the extent of his pecuniary interest, 2,017,288 OP Units held by Rivermouth & 382,425 OP Units held by trusts for his spouse & children; 13,565 LTIPs some of which are subject to vesting, and 271,726 vested stock options. Upon the occurrence of certain events, OP Units & LTIPs are redeemable, without consideration, by the holder for an equivalent number of Shares or for the cash value of such Shares, at Issuer's election.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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