Sec Form 3 Filing - Aronson Michele L @ Douglas Emmett Inc - 2023-09-07

FORM 3 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 Aronson Michele L 2. Issuer Name and Ticker or Trading Symbol Douglas Emmett Inc [ DEI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) EVP, GEN COUNSEL & SECY (Last) (First) (Middle) 1299 OCEAN AVENUE, SUITE 1000 3. Date of Earliest Transaction (MM/DD/YY) 09/07/2023 (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

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 Long Term Incentive Plan Units ( 1 ) $ 0 ( 1 ) ( 2 ) 12/31/2032 Common Stock ( 1 ) 93,809 D Long Term Incentive Plan Units ( 1 ) $ 0 ( 1 ) ( 3 ) 12/30/2031 Common Stock ( 1 ) 29,656 D Long Term Incentive Plan Units ( 1 ) $ 0 ( 1 ) ( 4 ) 12/30/2030 Common Stock ( 1 ) 13,855 D Long Term Incentive Plan Units ( 1 ) $ 0 ( 1 ) 12/31/2022 12/27/2029 Common Stock ( 1 ) 22,832 D Operating Partnership Units ( 5 ) $ 0 ( 5 ) ( 5 ) ( 5 ) Common Stock 271,164 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Aronson Michele L 1299 OCEAN AVENUE, SUITE 1000 SANTA MONICA, CA90401 EVP, GEN COUNSEL & SECY Signatures /s/ Peter Seymour , Attorney-in-Fact for Michele L. Aronson 09/12/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents long term incentive plan units ("LTIP Units") in Douglas Emmett Properties, LP, a DE limited partnership (the "Operating Partnership") granted pursuant to the 2016 Omnibus Stock Incentive Plan of Douglas Emmett, Inc. ("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 one partnership common unit of the Operating Partnership ("OP Unit"), after achievement of 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 of the LTIP Unit will be forfeited. ( 2 )The LTIP Units vest in three substantially equal installments on each of December 31, 2023, 2024 and 2025, subject to continued service. ( 3 )The LTIP Units vest in two equal installments on each of December 31, 2023 and 2024, subject to continued service. ( 4 )The LTIP Units vest on December 31, 2023, subject to continued service. ( 5 )Represents OP Units that were originally granted as LTIPs and have satisfied all vesting and other conditions for conversion into OP Units. Following 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, and do not have an expiration date.

Remarks: Exhibit List: Exhibit 24 - Power of Attorney

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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