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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 | ||||||||
| Long-Term Incentive Plan Units (1) | (2) | 01/02/2007 | A | 1,880 | (3) | (4) | Common Stock | 1,880 | $ 0 | 1,880 (5) | D | ||||
| Long Term Incentive Plan Units (1) | (2) | 01/01/2007 | A | 325 | 01/01/2007(6) | (4) | Common Stock | 325 | $ 0 | 325 (5) | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| RICH ANDREA L 808 WILSHIRE BOULEVARD SUITE 200 SANTA MONICA, CA 90401 |
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| /s/ Theodore E. Guth P/A Andrea L. Rich | 01/02/2007 | |
| **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) | Represents long-term incentive plan units ("LTIP Units") in Douglas Emmett Properties, LP, a DE limited partnership (the "Operating Partnership"). The Issuer is the sole stockholder of the general partner of the Operating Partnership. Initially, LTIP Units will not have full parity with the common limited partnership units (the "Common Units") of the Operating Partnership. However, LTIP Units may over time achieve full parity with Common Units for all purposes, and thereafter may be converted into an equal number of Common Units on a one-for-one basis at any time. Common Units are redeemable commencing 14 months from the Transaction Date for cash based on the fair market value of an equivalent number of shares of the Issuer's common stock, or, at the election of the Issuer, an equal number of shares of the Issuer's common stock. |
| (2) | LTIP Units are convertible into common stock of the Issuer on a one-for-one basis. |
| (3) | 1,880 LTIP Units will vest one-quarter in equal installments on each of March 31, 2007, June 30, 2007, September 30, 2007, and December 31, 2007. |
| (4) | Not applicable. |
| (5) | The Reporting Person also owns 7,500 LTIP Units which vest in three equal annual installments on October 30, of 2007, 2008, and 2009. |
| (6) | 325 LTIP Units are fully vested and exercisable as of January 1, 2007. |