Sec Form 4 Filing - Emmett Dan A @ Douglas Emmett Inc - 2018-03-16

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) 1299 OCEAN AVENUE, SUITE 1000 3. Date of Earliest Transaction (MM/DD/YY) 03/16/2018 (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 03/16/2018 G V 26,344 D $ 0 1,239,683 I See footnote 1. Common Stock 12/03/2018 G V 22,396 D $ 0 1,217,287 ( 1 ) I See footnote 1.

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 ( 2 ) $ 0 12/06/2018 A 3,360 12/31/2018( 3 ) 12/06/2028 Common Stock 3,360 $ 0 3,360 ( 4 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Emmett Dan A 1299 OCEAN AVENUE SUITE 1000 SANTA MONICA, CA90401 X Chairman of the Board Signatures /s/ Dan A. Emmett 12/10/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Reporting Person may be deemed to beneficially own common stock ("Common Stock") of Issuer including (i) an aggregate of 1,217,287 shares of Common Stock owned by the Dan A. Emmett Revocable Living Trust and a community property trust, and (ii) 66,000 shares of Common Stock owned by certain trusts f/b/o Reporting Person's children (the "Children's Trusts") of which Reporting Person is a trustee with voting and investment power. Reporting Person disclaims beneficial ownership of Common Stock owned by the Children's Trusts, except to the extent of his pecuniary interest, if any, therein. ( 2 )Long term incentive plan units ("LTIP Units") of Douglas Emmett Properties, LP (the "Operating Partnership") granted pursuant to the 2016 Omnibus Stock Incentive Plan of 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 partnership common units ("OP Units"). LTIP Units not converted into OP Units within 10 years of the grant date will be forfeited. Upon the occurrence of certain events, and, if applicable, only after a specified percentage increase in Gross Asset Values of the assets of the Operating Partnership, OP Units are redeemable and may be exchanged without consideration by the holder for an equivalent number of shares of Common Stock of Issuer or for the cash value of such shares, at Issuer's option. ( 3 )LTIP Units vest 25% on December 31, 2018. The balance of the LTIP Units vests in equal installments on December 31, 2019, 2020 and 2021. ( 4 )In addition to LTIP Units reported herein, Reporting Person's derivative securities include (i) 3,462,104 OP Units of which 810,126 OP Units are held by the Children's Trusts and a trust f/b/o the Reporting Person's spouse (collectively, the "Family Trusts") of which Reporting Person is a trustee, (ii) 3,169 LTIP Units granted under Issuer's 2006 Omnibus Stock Incentive Plan, as amended, and (iii) 2,442 LTIP Units and 3,043 LTIP Units granted respectively in 2016 and 2017 pursuant to Issuer's 2016 Omnibus Stock Incentive Plan. Reporting Person disclaims beneficial ownership of OP Units held by the Family Trusts, except to the extent of his pecuniary interest, if any, therein.

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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