0001209191-18-000403.txt : 20180102 0001209191-18-000403.hdr.sgml : 20180102 20180102204952 ACCESSION NUMBER: 0001209191-18-000403 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20171114 FILED AS OF DATE: 20180102 DATE AS OF CHANGE: 20180102 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: 18503174 MAIL ADDRESS: STREET 1: DOUGLAS EMMETT INC. STREET 2: 808 WILSHIRE BOULEVARD, SUITE 200 CITY: SANTA MONICA STATE: CA ZIP: 90401 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 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2017-11-14 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 2017-11-14 5 G 0 E 46598 0.00 D 1296027 I See footnote 2. Common Stock 2017-12-07 5 G 0 E 30000 0.00 D 1266027 I See footnote 2. Long Term Incentive Plan Units 0.00 2017-12-28 4 A 0 3043 0.00 A 2017-12-31 2027-12-28 Common Stock 3043 3043 D Following the gifts reported herein, Reporting Person continues to beneficially own 4,799,742 common stock equivalents, including common stock ("Common Stock") of Issuer, partnership common units ("OP Units") and long term incentive plan units ("LTIP Units") of Douglas Emmett Properties, LP (the "Operating Partnership"). 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 one OP Unit. 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. Reporting Person may be deemed to beneficially own Common Stock including (i) an aggregate of 1,266,027 shares of Common Stock owned by the Emmett 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. LTIP Units granted pursuant to Issuer's 2016 Omnibus Stock Incentive Plan. Upon vesting, each LTIP Unit can be converted into one OP Unit of the Operating Partnership, which is ultimately exchangeable into Common Stock of Issuer, only, if applicable, after a specified percentage increase in Gross Asset Values of the assets of the Operating Partnership. LTIP Units not converted into OP Units within 10 years of the grant date will be forfeited. Upon the occurrence of certain events, OP Units are redeemable by the holder, without consideration, for an equivalent number of shares of Issuer's Common Stock or for the cash value of such shares, at Issuer's election. LTIP Units vested 25% on December 31, 2017, with the remainder to vest in 25% increments on December 31, 2018, 2019 and 2020. 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 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 2018-01-02