Edgar Filing: Emmett Dan A

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)
10/30/2006

(Street)

SANTA MONICA, CA 90401

4. If Amendment, Date 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

(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	10/30/2006		J⁽¹⁾		50	D	$ 1	0	D
Common Stock	10/30/2006		J⁽²⁾		5,475,507	A	⁽²⁾	5,475,507	I	By Dan A. Emmett Revocable Living Trust of November 21, 1985 ⁽³⁾
Common Stock	10/30/2006		J⁽²⁾		36,638	A	⁽²⁾	5,512,145	I	By Rivermouth Partners ⁽³⁾

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

Option (Right-to-Buy)

$ 21

10/30/2006

177,778

10/30/2006

10/30/2016

Common Stock

177,778

$ 0

177,778

Long-Term Incentive Units ⁽⁴⁾

⁽⁵⁾

10/30/2006

30,000

10/30/2006

⁽⁶⁾

Common Stock

30,000

$ 0

30,000

Partnership Units ⁽⁷⁾

⁽⁸⁾

10/30/2006

J⁽⁹⁾

21,360

12/30/2007

⁽⁶⁾

Common Stock

21,360

⁽⁹⁾

21,360

By Aberdeen Properties ⁽¹⁰⁾

Partnership Units ⁽⁷⁾

⁽⁸⁾

10/30/2006

J⁽⁹⁾

16,126

12/30/2007

⁽⁶⁾

Common Stock

16,126

⁽⁹⁾

37,486

By Coral Realty ⁽¹⁰⁾

Partnership Units ⁽⁷⁾

⁽⁸⁾

10/30/2006

J⁽⁹⁾

9,777,682

12/30/2007

⁽⁶⁾

Common Stock

9,777,682

⁽⁹⁾

9,815,168

By Dan A. Emmett Revocable Living Trust of November 21, 1985 ⁽¹⁰⁾

Partnership Units ⁽⁷⁾

⁽⁸⁾

10/30/2006

J⁽⁹⁾

99,595

12/30/2007

⁽⁶⁾

Common Stock

99,595

⁽⁹⁾

9,914,763

By Daniel Wade Emmett Living Trust ⁽¹⁰⁾

Partnership Units ⁽⁷⁾

⁽⁸⁾

10/30/2006

J⁽⁹⁾

24,561

12/30/2007

⁽⁶⁾

Common Stock

24,561

⁽⁹⁾

9,939,324

By EA Realty ⁽¹⁰⁾

Partnership Units ⁽⁷⁾

⁽⁸⁾

10/30/2006

J⁽⁹⁾

99,595

12/30/2007

⁽⁶⁾

Common Stock

99,595

⁽⁹⁾

10,038,919

By Morgan W. Emmett 2002 Trust u/t/a January 8, 2002 ⁽¹⁰⁾

Partnership Units ⁽⁷⁾

⁽⁸⁾

10/30/2006

J⁽⁹⁾

94,045

12/30/2007

⁽⁶⁾

Common Stock

94,045

⁽⁹⁾

10,132,964

By Rae M. Emmett Revocable Living Trust of September 15, 2000 ⁽¹⁰⁾

Partnership Units ⁽⁷⁾

⁽⁸⁾

10/30/2006

J⁽⁹⁾

3,317,288

12/30/2007

⁽⁶⁾

Common Stock

3,317,288

⁽⁹⁾

13,450,252

By Rivermouth Partners ⁽¹⁰⁾

Partnership Units ⁽⁷⁾

⁽⁸⁾

10/30/2006

J⁽⁹⁾

99,595

12/30/2007

⁽⁶⁾

Common Stock

99,595

⁽⁹⁾

13,549,847

By Rosalind M. Emmett Living Trust of September 14, 1990 ⁽¹⁰⁾

Partnership Units ⁽⁷⁾

⁽⁸⁾

10/30/2006

J⁽⁹⁾

99,595

12/30/2007

⁽⁶⁾

Common Stock

99,595

⁽⁹⁾

13,649,442

By Tyler A. Emmett 2002 Trust u/t/a January 8, 2002 ⁽¹⁰⁾

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		11/01/2006
^**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)	Shares of common stock issued in the initial capitalization of the Issuer were redeemed by the Issuer at the initial issuance price of $1.00 per share.
(2)	The shares of common stock were received in exchange for the direct or indirect contribution to Douglas Emmett Properties, LP, of which the Issuer is sole stockholder of the general partner, of certain partnership, membership or ownership interests in certain partnerships, limited liability companies or corporations which own and manage, directly or indirectly, certain properties in southern California and Honolulu, Hawaii. The value of the common stock was $21.00 per share as of the Transaction Date, based on the price of the common stock of the Issuer at the time of the Issuer's initial public offering.
(3)	The Reporting Person has voting and investment control over all such shares. The Reporting Person disclaims beneficial ownership except to the extent of his pecuniary interest therein.
(4)	Represents long-term incentive units ("LTIP Units") in Douglas Emmett Properties, LP, a Delaware limited partnership (the "Operating Partnership"). The Issuer is the sole stockholder of the general partner of the Operating Partnership. LTIP Units will initially not have full parity with common limited partnership units of the Operating Partnership; however, long-term incentive units may over time achieve full parity with common units in the Operating Partnership for all purposes, and thereafter may be converted into an equal number of common units of the Operating Partnership on a one-for-one basis at any time. Common limited partnership units of the Operating Partnership are redeemable commencing fourteen 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.
(5)	LTIP Units are convertible to common stock of the Issuer on a one-for-one basis.
(6)	Not applicable.
(7)	Represents limited partnership units ("LP Units") in Douglas Emmett Properties, LP, a Delaware limited partnership (the "Operating Partnership"). The Issuer is the sole stockholder of the general partner of the Operating Partnership. LP Units are redeemable fourteen 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.
(8)	LP Units are convertible to common stock of the Issuer on a one-for-one basis.
(9)	The LP Units were received in exchange for the direct or indirect contribution to Douglas Emmett Properties, LP, of which the Issuer is the sole stockholder of the general partner, of certain partnership, membership or ownership interests in certain partnerships, limited liability companies or corporations which own and manage, directly or indirectly, certain properties in southern California and Honolulu, Hawaii. The value of the LP Units was $21.00 per LP Unit as of the Transaction Date, based on the price of the common stock of the Issuer at the time of the Issuer's initial public offering.
(10)	The Reporting Person has voting and investment control over all such LP Units. The Reporting Person disclaims beneficial ownership except to the extent of his pecuniary interest therein.

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