0001209191-16-133884.txt : 20160725 0001209191-16-133884.hdr.sgml : 20160725 20160725201018 ACCESSION NUMBER: 0001209191-16-133884 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160721 FILED AS OF DATE: 20160725 DATE AS OF CHANGE: 20160725 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Douglas Emmett Inc CENTRAL INDEX KEY: 0001364250 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 203073047 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 808 WILSHIRE BLVD., SUITE 200 CITY: SANTA MONICA STATE: CA ZIP: 90401 BUSINESS PHONE: 310-255-7700 MAIL ADDRESS: STREET 1: 808 WILSHIRE BLVD., SUITE 200 CITY: SANTA MONICA STATE: CA ZIP: 90401 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Emmett Dan A CENTRAL INDEX KEY: 0001378407 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33106 FILM NUMBER: 161782963 MAIL ADDRESS: STREET 1: DOUGLAS EMMETT INC. STREET 2: 808 WILSHIRE BOULEVARD, SUITE 200 CITY: SANTA MONICA STATE: CA ZIP: 90401 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2016-07-21 0 0001364250 Douglas Emmett Inc DEI 0001378407 Emmett Dan A 808 WILSHIRE BOULEVARD SUITE 200 SANTA MONICA CA 90401 1 1 0 0 Chairman of the Board Common Stock 2016-07-21 4 J 0 300000 0.00 A 1936290 I See footnote 10. Common Stock 2016-07-21 4 J 0 120000 0.00 A 2056290 I See footnote 10. Common Stock 2016-07-21 4 S 0 31214 36.5306 D 2025076 I See footnote 10. Common Stock 2016-07-21 4 S 0 12486 36.5306 D 2012590 I See footnote 10. Common Stock 2016-07-22 4 S 0 39557 36.7975 D 1973033 I See footnote 10. Common Stock 2016-07-22 4 S 0 15823 36.7975 D 1957210 I See footnote 10. Common Stock 2016-07-25 4 S 0 29229 36.8294 D 1927981 I See footnote 10. Common Stock 2016-07-25 4 S 0 11691 36.8294 D 1916290 I See footnote 10. Operating Partnership Units 0.00 2016-07-21 4 J 0 300000 0.00 D Common Stock 300000 4870188 I See footnote 14. Operating Partnership Units 0.00 2016-07-21 4 J 0 120000 0.00 D Common Stock 120000 4750188 I See footnote 14. Common stock ("Common Stock") of Issuer acquired by the Dan A. Emmett Revocable Trust (the "Trust") upon redemption and exchange of Partnership Common Units ("OP Units") of Douglas Emmett Properties, LP, a Delaware limited partnership (the "Operating Partnership"). 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 ("Shares") of Common Stock, or for the cash value of such Shares at Issuer's option. Issuer is the sole stockholder of the general partner of the Operating Partnership. Shares acquired by Rivermouth Partners, a California limited partnership ("Rivermouth"), upon redemption and exchange of OP Units of the Operating Partnership. Reporting Person is president of the manager of the general partner of Rivermouth. See also footnote 1 regarding redemption of OP Units. The sales reported herein were effected pursuant to Rule 10b5-1 trading plans, as amended, entered into by the Trust and Rivermouth as of November 18, 2014. The aggregate of Shares sold by the Trust on the same day at different prices. Represents the weighted average sales price. The Shares were sold at prices ranging from $36.34 to $36.63 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 any security holder, upon request. The aggregate number of Shares sold by Rivermouth on the same day at different prices. Represents the weighted average sales price. The Shares were sold at prices ranging from $36.57 to $36.90 per share. Full information regarding the number of Shares sold at each price shall be provided to the Staff, Issuer or any security holder, upon request. Represents the weighted average sales price. The Shares were sold at prices ranging from $36.73 to $36.92 per share. Full information regarding the number of Shares sold at each price shall be provided to the Staff, Issuer or any security holder, upon request. Following the sales reported herein, Reporting Person continued to beneficially own 6,678,037 common stock equivalents, including common stock, partnership common units ("OP Units") of Douglas Emmett Properties, LP (the "Operating Partnership"), and long term incentive plan units ("LTIP Units") of the Operating Partnership. Upon the occurrence of certain events, OP Units and LTIP Units are redeemable and exchangeable, without consideration, by the holder for an equivalent number of Shares or for the cash value of such Shares, at Issuer's election. Issuer is the sole stockholder of the general partner of the Operating Partnership. Shares beneficially owned include (i) 1,764,290 Shares owned by the Trust; (ii) 80,000 Shares owned by Rivermouth, disclaimed by Reporting Person except to the extent of his pecuniary interest therein; (iv) 72,000 Shares owned by certain trusts f/b/o Reporting Person's spouse and children of which Reporting Person is a trustee with voting and investment power but disclaims beneficial ownership. Derivative securities beneficially owned include (i) 4,750,188 OP Units of which Reporting Person disclaims beneficial ownership, except to the extent of his pecuniary interest therein, 97,288 OP Units held by Rivermouth and 810,126 OP Units held by trusts f/b/o Reporting Person's spouse and children, 11,559 LTIP Units, and 70,121 stock options. OP Units of the Operating Partnership tendered by the Trust for redemption and exchange in accordance with the terms of the Limited Partnership Agreement of the Operating Partnership. 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, or for the cash value of such Shares, at Issuer's option. Issuer is the sole stockholder of the general partner of the Operating Partnership. Not applicable. OP Units of the Operating Partnership tendered by Rivermouth for redemption and exchange in accordance with the terms of the Limited Partnership Agreement of the Operating Partnership. Reporting Person's beneficial ownership includes (i) 97,288 OP Units held by Rivermouth and 810,126 OP Units held by trusts f/b/o Reporting Person's spouse and children (the "Trusts") of which Reporting Person is a trustee, (ii) 11,559 LTIP Units, and (iii) 70,121 stock options. Reporting Person disclaims beneficial ownership of OP Units held by Rivermouth and the Trusts, except to the extent of his pecuniary interest, if any, therein. /s/ Ben D. Orlanski by PA for Dan A. Emmett 2016-07-25