Sec Form 4 Filing - Emmett Dan A @ Douglas Emmett Inc - 2023-06-12

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) C/O DOUGLAS EMMETT INC, 1299 OCEAN AVENUE, SUITE 1000 3. Date of Earliest Transaction (MM/DD/YY) 06/12/2023 (Street) SANTA MONICA, CA90410 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 816,446 D ( 3 ) Common Stock 22,000 I ( 3 ) ( 5 ) By TAE trust Common Stock 22,000 I ( 3 ) ( 5 ) By RMN trust Common Stock 22,000 I ( 3 ) ( 5 ) By MWE trust

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 ( 1 ) ( 1 ) 06/12/2023 G( 2 ) V 501,746 ( 1 ) ( 1 ) Common Stock 501,746 $ 0 3,168,830 D ( 4 ) Partnership Common Units ( 1 ) ( 1 ) ( 1 ) ( 1 ) Common Stock 79,595 79,595 I ( 4 ) ( 5 ) By TAE trust Partnership Common Units ( 1 ) ( 1 ) ( 1 ) ( 1 ) Common Stock 79,595 79,595 I ( 4 ) ( 5 ) By RMN trust Partnership Common Units ( 1 ) ( 1 ) ( 1 ) ( 1 ) Common Stock 69,595 69,595 I ( 4 ) ( 5 ) By MWE trust Partnership Common Units ( 1 ) ( 1 ) ( 1 ) ( 1 ) Common Stock 39,595 39,595 I ( 4 ) ( 5 ) By DEW trust Partnership Common Units ( 1 ) ( 1 ) ( 1 ) ( 1 ) Common Stock 31,517 31,517 I ( 4 ) ( 5 ) By Rivermouth Partners

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Emmett Dan A C/O DOUGLAS EMMETT INC 1299 OCEAN AVENUE, SUITE 1000 SANTA MONICA, CA90410 X Chairman of the Board Signatures /s/ Peter Seymour, Attorney-in-Fact for Dan A. Emmett 06/12/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. Each OP Unit has an economic interest equivalent to one share of the Issuer's common stock . 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. OP Units do not have an expiration date. ( 2 )Represents the transfer of shares of common stock from indirect ownership through the spouse's trust to direct ownership through a revocable community property trust, for no consideration. There was no change in total shares of common stock directly and indirectly held. ( 3 )The Form 4 filed on January 4, 2022 (and certain prior Form 4s) reported all shares of common stock held indirectly, without breaking out the various owners. This Form 4 reflects the current breakout of direct and indirect ownership, including treatment of a revocable living trust as direct ownership. ( 4 )The Form 4 filed on November 25, 2019 (and certain prior Form 4s) reported all shares held directly, when it should have reported certain shares held indirectly, as indicated in footnotes 6 and 7 to the Form 4. This Form 4 reflects the correct breakout of direct and indirect holdings. ( 5 )The Reporting Person disclaims beneficial ownership of these shares except to the extent of any pecuniary interest therein. The trusts have been reported employing abbreviations.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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