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| FORM 4 |
| 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
| ( 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.|
( 2 )Each OP Unit has an economic interest equivalent to one share of the Issuer's common stock ("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.
( 3 )In connection with a recapitalization transaction (the "Transaction") of Douglas Emmett Fund X, LLC (the "Fund"), each of the direct and indirect minority investors in the Fund was given the opportunity to receive either cash or OP Units of the Operating Partnership in exchange for their direct or indirect interests in the Fund. Rivermouth Partners, L.P., a CA limited partnership ("Rivermouth") elected to receive the number of OP Units reported herein in lieu of cash. Reporting Person is president of the manager of the general partner of Rivermouth.
( 4 )OP Units acquired by Rivermouth in exchange for direct or indirect interests in the Fund in the Transaction described above.
( 5 )Not applicable.
( 6 )Reporting Person's derivative securities include (i) 3,460,780 OP Units of which 770,126 OP Units are held by certain trusts f/b/o Reporting Person's children and spouse (collectively, the "Family Trusts") of which Reporting Person is a trustee, and 31,517 are held by Rivermouth; and (ii) 4,855 LTIP Units granted under Issuer's 2016 Omnibus Stock Incentive Plan. Reporting Person disclaims beneficial ownership of OP Units held by the Family Trusts and Rivermouth, except to the extent of his pecuniary interest, if any, therein.
( 7 )Reporting Person also beneficially owns 1,127,561 shares of Common Stock held by the Dan A. Emmett Revocable Trust, and 66,000 shares of Common Stock held by the Family Trusts of which Reporting Person is a trustee with sole voting and dispositive power but disclaims beneficial ownership thereof.
|* 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).|