Edgar Filing: Douglas Emmett Inc

Ownership Submission

FORM 4

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

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

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Emmett Dan A

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)
Chairman of the Board

(Last)

(First)

(Middle)

808 WILSHIRE BOULEVARD, SUITE 200

3. Date of Earliest Transaction (Month/Day/Year)
12/09/2014

(Street)

SANTA MONICA, CA 90401

4. If Amendment, Date Original Filed(Month/Day/Year)
12/22/2014

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

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)
Common Stock	12/09/2014		G	V	25,200	D	$ 0	2,682,857	I	See footnotes 7 and 8.
Common Stock	12/10/2014		G⁽¹⁾	V	165,000	D	$ 0	2,517,857	I	See footnotes 7 and 8.
Common Stock	12/10/2014		G⁽¹⁾	V	165,000	A	$ 0	2,682,857	I	See footnotes 7 and 8.
Common Stock	12/18/2014		S⁽²⁾		75,214 ⁽³⁾	D	$ 28.0007 ⁽⁴⁾	2,607,643	I	See footnotes 7 and 8.
Common Stock	12/18/2014		S⁽²⁾		30,086 ⁽⁵⁾	D	$ 28.0007 ⁽⁴⁾	2,577,557	I	See footnotes 7 and 7.8
Common Stock	12/19/2014		S⁽²⁾		24,786 ⁽³⁾	D	$ 28.0574 ⁽⁶⁾	2,552,771	I	See footnotes 7 and 8.
Common Stock	12/19/2014		S⁽²⁾		9,914 ⁽⁵⁾	D	$ 28.0574 ⁽⁶⁾	2,542,857 ⁽⁷⁾	I ⁽⁸⁾	See footnotes 7 and 8.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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 control number.		SEC 1474 (9-02)

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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Emmett Dan A 808 WILSHIRE BOULEVARD SUITE 200 SANTA MONICA, CA 90401	X		Chairman of the Board

Signatures

/s/ Dan A. Emmett		12/22/2014
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Gift to the Emmett Foundation, a California charitable organization (the "Foundation"), of which the Reporting Person has sole voting and dispositive power. Beneficial ownership of shares held by the Foundation is disclaimed by the Reporting Person.
(2)	The sales reported herein were effected pursuant to Rule 10b5-1 trading plans entered into by Reporting Person and Rivermouth Partners, a California limited partnership ("Rivermouth"), as of December 18, 2012.
(3)	The aggregate of shares of common stock of Issuer (the "Shares") sold by the Dan A. Emmett Revocable Living Trust (the "Trust") on the same day at different prices.
(4)	Represents the weighted average sales price. The Shares were sold at prices ranging from $27.83 to $28.09 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 a security holder of Issuer, upon request.
(5)	The aggregate of Shares sold by by Rivermouth on the same day at different prices.
(6)	Represents the weighted average sales price. The Shares were sold at prices ranging from $27.99 to $28.17 per share. Full information regarding the number of Shares sold at each price shall be provided to the Staff, Issuer, or a security holder of Issuer, upon request.
(7)	Following the transactions reported herein, Reporting Person continued to beneficially own 10,236,088 common stock equivalents, including common stock, partnership common units (OP Units") of Douglas Emmett Properties, LP, and long term incentive plan units ("LTIP Units"). Upon the occurrence of certain events, OP Units and LTIP Units are redeemable, without consideration, by the holder for an equivalent number of Shares or for the cash value of such Shares, at Issuer's election.
(8)	Reporting Person's beneficial ownership of common stock includes (i) 1,837,107 Shares owned by the Trust; (ii) 633,750 Shares owned by the Emmett Foundation, a California charitable organization, disclaimed by Reporting Person; (iii) -0- Shares owned by Rivermouth, disclaimed by Reporting Person except to the extent of his pecuniary interest therein; and (iv) 72,000 Shares owned by certain trusts f/b/o Reporting Person's spouse and children of which the Reporting Person is a trustee and has voting and investment power but disclaims beneficial ownership. Derivative securities beneficially owned: (i) 7,684,965 OP Units of which Reporting Person disclaims, except to the extent of his pecuniary interest therein, 937,288 OP Units held by Rivermouth, and 810,126 OP Units held by trusts for his spouse and children; (ii) 8,266 LTIP Units some of which are subject to vesting; and (iii) 274,355 vested stock options (right to buy). See also footnote 7.
Remarks: This Form 4A amends Reporting Person's Form 4 filed on December 22, 2014 to include gifts of common stock inadvertently omitted therefrom.

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