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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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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| 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) | ||
| 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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Employee Stock Options (right to buy) (2) | $ 21 | 06/29/2016 | M | 177,778 | 10/30/2006 | 10/30/2016 | Common Stock | 177,778 | $ 0 | 0 | D | ||||
| Employee Stock Options (right to buy) (2) | $ 21.87 | 06/29/2016 | M | 26,456 | 01/25/2008 | 12/31/2017 | Common Stock | 26,456 | $ 0 | 0 (3) | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Emmett Dan A 808 WILSHIRE BOULEVARD SUITE 200 SANTA MONICA, CA 90401 |
X | Chairman of the Board | ||
| /s/ Ben D. Orlanski by PA for Dan A. Emmett | 07/01/2016 | |
| **Signature of Reporting Person | Date |
| * | 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) | Shares beneficially owned include (i) 1,564,290 Shares owned by the Dan A. Emmett Revocable Trust; and (ii) 72,000 Shares owned by certain trusts f/b/o Reporting Person's spouse and children of which Reporting Person is a trustee with voting and investment power but disclaims beneficial ownership. |
| (2) | Employee stock options (right to buy) ("Options) granted pursuant to Issuer's 2006 Omnibus Stock Incentive Plan, as amended. |
| (3) | Beneficial ownership: (i) 5,170,188 partnership common units ("OP Units") of Douglas Emmett Properties, LP (the "Operating Partnership"), (ii) 217,288 OP Units held by Rivermouth Partners, A California Limited Partnership, of which Reporting Person is president of the manager of the GP, (iii) 810,126 OP Units held by trusts f/b/o Reporting Person's spouse and children, (iv) 11,559 long term incentive plan units ("LTIP Units") of the Operating Partnership, and (v) 70,121 Options. Upon the occurrence of certain events, OP Units and LTIP Units are redeemable and may be exchanged without consideration, by the holder, for an equivalent number of shares of Issuer's 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. Reporting Person disclaims beneficial ownership of OP Units and LTIP Units described herein except to the extent of his pecuniary interest, if any, therein. |