SEC FORM 4

SEC Form 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Kaplan Jordan L

(Last)

(First)

(Middle)

1299 OCEAN AVENUE

SUITE 1000

(Street)

SANTA MONICA

90401

(City)

(State)

(Zip)

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)
	Chief Exec Officer, President

3. Date of Earliest Transaction (Month/Day/Year)
11/21/2019

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Partnership Common Units⁽¹⁾	⁽²⁾	11/21/2019		J⁽³⁾		31,517⁽⁴⁾		⁽⁵⁾	⁽⁵⁾	Common Stock	31,517	⁽⁵⁾	8,122,934⁽⁶⁾	D

Explanation of Responses:

1. Partnership common units ("OP Units") of Douglas Emmett Properties, LP, a DE limited partnership, Issuer's operating 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, 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. Reporting Person elected to receive the number of OP Units reported herein in lieu of cash.

4. OP Units acquired by Reporting Person 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 220,557 LTIP Units granted pursuant to Issuer's 2016 Omnibus Stock Incentive Plan. Reporting Person also owns 2,732,590 shares of Common Stock.

Remarks:

	/s/ Ben D. Orlanski by POA for Jordan L. Kaplan	11/25/2019
	** Signature of Reporting Person	Date
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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.