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^*

Emmett Dan A

(Last)

(First)

(Middle)

C/O DOUGLAS EMMETT INC

1299 OCEAN AVENUE, SUITE 1000

(Street)

SANTA MONICA

90410

(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)
	Chairman of the Board

3. Date of Earliest Transaction (Month/Day/Year)
06/12/2023

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

Rule 10b5-1(c) Transaction Indication

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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								816,446	D⁽³⁾
Common Stock								22,000	I⁽³⁾⁽⁵⁾	By TAE trust
Common Stock								22,000	I⁽³⁾⁽⁵⁾	By RMN trust
Common Stock								22,000	I⁽³⁾⁽⁵⁾	By MWE trust

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⁾	⁽¹⁾	06/12/2023		G⁽²⁾	V	501,746		⁽¹⁾	⁽¹⁾	Common Stock	501,746	$0	3,168,830	D⁽⁴⁾
Partnership Common Units⁽¹⁾	⁽¹⁾							⁽¹⁾	⁽¹⁾	Common Stock	79,595		79,595	I⁽⁴⁾⁽⁵⁾	By TAE trust
Partnership Common Units⁽¹⁾	⁽¹⁾							⁽¹⁾	⁽¹⁾	Common Stock	79,595		79,595	I⁽⁴⁾⁽⁵⁾	By RMN trust
Partnership Common Units⁽¹⁾	⁽¹⁾							⁽¹⁾	⁽¹⁾	Common Stock	69,595		69,595	I⁽⁴⁾⁽⁵⁾	By MWE trust
Partnership Common Units⁽¹⁾	⁽¹⁾							⁽¹⁾	⁽¹⁾	Common Stock	39,595		39,595	I⁽⁴⁾⁽⁵⁾	By DEW trust
Partnership Common Units⁽¹⁾	⁽¹⁾							⁽¹⁾	⁽¹⁾	Common Stock	31,517		31,517	I⁽⁴⁾⁽⁵⁾	By Rivermouth Partners

Explanation of Responses:

1. Partnership common units ("OP Units") of Douglas Emmett Properties, LP, a Delaware limited partnership (the "Operating Partnership"). Issuer is the sole stockholder of the general partner of the Operating Partnership. Each OP Unit has an economic interest equivalent to one share of the Issuer's 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 or for the cash value of such shares, at Issuer's option. OP Units do not have an expiration date.

2. Represents the transfer of shares of common stock from indirect ownership through the spouse's trust to direct ownership through a revocable community property trust, for no consideration. There was no change in total shares of common stock directly and indirectly held.

3. The Form 4 filed on January 4, 2022 (and certain prior Form 4s) reported all shares of common stock held indirectly, without breaking out the various owners. This Form 4 reflects the current breakout of direct and indirect ownership, including treatment of a revocable living trust as direct ownership.

4. The Form 4 filed on November 25, 2019 (and certain prior Form 4s) reported all shares held directly, when it should have reported certain shares held indirectly, as indicated in footnotes 6 and 7 to the Form 4. This Form 4 reflects the correct breakout of direct and indirect holdings.

5. The Reporting Person disclaims beneficial ownership of these shares except to the extent of any pecuniary interest therein. The trusts have been reported employing abbreviations.

	/s/ Peter Seymour, Attorney-in-Fact for Dan A. Emmett	06/12/2023
	** 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.
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