Sec Form 4 Filing - Emmett Dan A @ Douglas Emmett Inc - 2013-12-23

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) 12/23/2013 (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 12/23/2013 G V 14,000 D $ 0 2,651,257 I See footnote 5. Common Stock 12/23/2013 G( 1 ) V 166,000 D $ 0 2,485,257 I See footnote 5. Common Stock 12/23/2013 G( 1 ) V 166,000 A $ 0 2,651,257 I See footnote 5. Common Stock 12/24/2013 S( 2 ) 13,000 D $ 23.8697 ( 3 ) 2,638,257 ( 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 Fo llowing 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 Chairman of the Board Signatures /s/ Ben D. Orlanski by PA for Dan A. Emmett 12/26/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Gift to the Emmett Foundation, a California charitable organization (the "Foundation"), of which the Reporting Person has sole voting and dispositive power. Beneficial ownership of shares held by the Foundation is disclaimed by the Reporting Person. ( 2 )Shares sold by the Foundation. Reporting Person disclaims beneficial ownership of the Foundation's shares. ( 3 )Represents the weighted average sales price. The shares were sold at prices ranging from $23.96 to $23.845 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 )Following the transactions reported herein, Reporting Person continued to beneficially own 12,131,488 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. ( 5 )Ownership: 2,097,507 Shares owned by the Trust; 468,750 Shares owned by the Foundation and disclaimed by Reporting Person; 72,000 Shares owned by certain trusts f/b/o Reporting Person's children of which the Reporting Person is a trustee and has voting and investment power but disclaims beneficial ownership. Beneficial ownership of derivative securities: 9,479,384 OP Units of which Reporting Person disclaims, except to the extent of his pecuniary interest therein, 1,537,288 OP Units held by Rivermouth, and 810,126 OP Units held by trusts for his spouse and children; 13,847 LTIP Units some of which are subject to vesting, and 274,355 vested stock options (right to buy). See footnote 4 regarding characteristics of OP Units and LTIP Units.

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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