Sec Form 4 Filing - Emmett Dan A @ Douglas Emmett Inc - 2014-09-18

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 _____ 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) 09/18/2014 (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 09/18/2014 S( 1 ) 79,071 ( 2 ) D $ 26.5104 ( 3 ) 2,628,986 I See footnote 10. Common Stock 09/18/2014 S( 1 ) 31,629 ( 4 ) D $ 26.5104 ( 3 ) 2,597,357 I See footnote 10. Common Stock 09/19/2014 S( 1 ) 20,929 ( 2 ) D $ 26.4768 ( 5 ) 2,576,428 I See footnote 10. Common Stock 09/19/2014 S( 1 ) 8,371 ( 4 ) D $ 26.4768 ( 5 ) 2,568,057 I See footnote 10. Common Stock 09/19/2014 J( 6 ) 300,000 A $ 0 2,868,057 I See footnote 10. Common Stock 09/19/2014 J( 7 ) 120,000 A $ 0 2,988,057 ( 8 ) ( 9 ) I ( 10 ) See footnote 10.

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 Partnership Common Units ( 11 ) $ 0 ( 12 ) 09/19/2014 J( 13 ) 300,000 ( 14 ) ( 14 ) Common Stock 300,000 $ 0 7,804,965 I See footnotes 9 and 10. Partnership Common Units ( 11 ) $ 0 ( 12 ) 09/19/2014 J( 15 ) 120,000 ( 14 ) ( 14 ) Common Stock 120,000 $ 0 7,684,965 I See footnotes 9 and 10.

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Emmett Dan A 808 WILSHIRE BOULEVARD SUITE 200 SANTA MONICA, CA90401 X Chairman of the Board Signatures /s/ Ben D. Orlanski by PA for Dan A. Emmett 09/22/2014 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 Rivermouth Partners, a California limited partnership ("Rivermouth"), as of December 18, 2012. ( 2 )The aggregate of shares of common stock of Issuer (the "Shares") sold by the Dan A. Emmett Revocable Living Trust (the "Trust") on the same day at different prices. ( 3 )Represents the weighted average sales price. The Shares were sold at prices ranging from $26.37 to $26.85 per share. Full information regarding the number of Shares sold at each price shall be provided to the Securities and Exchange Commission staff (the "Staff"), Issuer, or a security holder of Issuer, upon request. ( 4 )The aggregate of Shares sold by by Rivermouth on the same day at different prices. ( 5 )Represents the weighted average sales price. The Shares were sold at prices ranging from $26.37 to $26.58 per share. Full information regarding the number of Shares sold at each price shall be provided to the Staff, Issuer, or a security holder of Issuer, upon request. ( 6 )Shares of Issuer acquired by the Trust upon redemption of OP Units (defined below). ( 7 )Acquisition of Shares by Rivermouth upon redemption of OP Units (defined below). ( 8 )In the Form 4 filed 8/27/2014, Reporting Person inadvertently reported beneficial ownership of 2,708,058 Shares whereas the correct number was 2,708,057 Shares. Beneficial ownership in this Form 4 is based on the correct number of Shares ( 9 )Following the transactions reported herein, Reporting Person continued to beneficially own 10,681,288 common stock equivalents, including common stock, partnership common units (OP Units") of Douglas Emmett Properties, LP, and long term incentive plan units ("LTIP Units"). Upon the occurrence of certain events, OP Units and LTIP Units 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. ( 10 )Shares beneficially owned by Reporting Person include (i) 2,327,307 Shares owned by the Trust; (ii) 468,750 Shares owned by the Emmett Foundation, a California charitable organization, and disclaimed by Reporting Person; (iii) 120,000 Shares owned by Rivermouth and disclaimed by Reporting Person except to the extent of his pecuniary interest therein; and (iv) 72,000 Shares owned by certain trusts for the benefit of Reporting Person's spouse and children of which the Reporting Person is a trustee and has voting and investment power but disclaims beneficial ownership. Derivative securities beneficially owned include 7,684,965 OP Units, 8,266 LTIP Units some of which are subject to vesting, and 274,355 vested stock options (right to buy). Upon the occurrence of certain events, OP Units and LTIP Units 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. ( 11 )Partnership Common Units ("OP Units") of Douglas Emmett Properties, LP, a Delaware limited partnership (the "Operating Partnership"). Issuer is the sole stockholder of the general partner of the Operating Partnership. ( 12 )In accordance with the provisions of the Limited Partnership Agreement (the "LP Agreement") of the Operating Partnership, upon the occurrence of certain events, OP Units are redeemable, without consideration, by the holder for an equivalent number of Shares for for the cash value of such Shares, at Issuer's option. ( 13 )OP Units held by the Trust redeemed for Shares in accordance with the terms of the LP Agreement. ( 14 )Not applicable. ( 15 )OP Units of the Operating Partnership held by Rivermouth redeemed for Shares in accordance with the provisions of the LP Agreement.

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).

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