0001209191-17-028030.txt : 20170424 0001209191-17-028030.hdr.sgml : 20170424 20170424202805 ACCESSION NUMBER: 0001209191-17-028030 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170420 FILED AS OF DATE: 20170424 DATE AS OF CHANGE: 20170424 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: 17779395 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 2017-04-20 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 2017-04-20 4 J 0 300000 0.00 A 1752752 I See footnote 7. Common Stock 2017-04-20 4 S 0 48304 39.0632 D 1704448 I See footnote 7. Common Stock 2017-04-21 4 S 0 51696 39.3016 D 1652752 I See footnote 7. Partnership Common Units 0.00 2017-04-20 4 J 0 300000 0.00 D Common Stock 300000 3757770 I See footnote 11. Common stock ("Common Stock") of Issuer acquired by the Dan A. Emmett Revocable Trust (the "Emmett 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. The sales reported herein were effected pursuant to a Rule 10b5-1 trading plan entered into by the Emmett Trust as of November 23, 2016. The aggregate number of Shares sold by the Emmett Trust on the same day at different prices. Represents the weighted average sales price. The Shares were sold at prices ranging from $38.72 to $39.27 per share. Full information regarding the number of Shares sold at each price shall be provided to the Securities and Exchange Commission Staff ("Staff"), Issuer or any security holder, upon request. Represents the weighted average sales price. The Shares were sold at prices ranging from $39.04 to $39.46 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 continues to beneficially own 5,420,467 Common Stock equivalents, including Common Stock of Issuer, OP Units of the Operating Partnership, and long term incentive plan units ("LTIP Units") of the Operating Partnership. Upon vesting and certain additional criteria, each LTIP Unit can be converted into one OP Unit. Upon the occurrence of certain events, OP Units are redeemable by the holder, without consideration, for an equivalent number of Shares or for the cash value of such Shares, at Issuer's option. Shares beneficially owned include (i) an aggregate of 1,586,752 Shares owned by the Emmett Trust and (ii) 66,000 Shares 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 but disclaims beneficial ownership, except to the extent of his pecuniary interest, if any, therein. 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. OP Units of the Operating Partnership tendered by the Emmett Trust for redemption and exchange in accordance with the terms of the Limited Partnership Agreement of the Operating Partnership. Not applicable. Beneficial ownership of derivative securities includes (i) 810,126 OP Units held by the Children's Trusts and a trust f/b/o Reporting Person's spouse (collectively, the "Family Trusts") of which Reporting Person is a trustee, (ii) 6,689 LTIP Units granted under Issuer's 2006 Omnibus Stock Incentive Plan, as amended, and (iii) 3,256 LTIP Units granted under 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. /s/ Dan A. Emmett 2017-04-24