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

OMB APPROVAL

OMB Number:

3235-0287

Expires:

January 31, 2005

Estimated average burden hours per response...

0.5

(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	__X__ 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)
04/08/2011

(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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	04/08/2011		C		120,000	A	$ 0 ⁽¹⁾	4,187,257	I ⁽²⁾	See Footnote 2.

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

Partnership Common Units ⁽³⁾

$ 0

04/08/2011

120,000

⁽³⁾

⁽⁴⁾

Common Stock

120,000

$ 0

12,938,050

I ⁽²⁾

See Footnote 2.

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	X	Chairman of the Board

Signatures

/s/ Theodore E. Guth by PA for Dan A. Emmett		04/12/2011
^**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)	Common stock of the Issuer acquired by Rivermouth Partners, a CA limited partnership ("Rivermouth"), upon conversion of limited partnership units ("OP Units") in Douglas Emmett Partnership, LP, a Delaware limited partnership whose general partner is wholly owned by Issuer. OP Units are convertible into common stock on a one-for-one basis without consideration. See also Footnote 2.
(2)	Beneficial ownership includes: (1) the Dan A. Emmett Revocable Living Trust of November 21, 1985 (the "Trust") owns 3,910,507 shares; (2) the Emmett Foundation of which the Reporting Person is president owns 28,750 shares; (3) Rivermouth, of which the Trust is the general partner, owns 160,000 shares; & (4) certain trusts (the "Children's Trusts") for the Reporting Person's children for which he is a trustee own 88,000 shares. Reporting Person disclaims beneficial ownership of all shares held by the Foundation, the Children's Trusts and, except to the extent of his pecuniary interest therein, Rivermouth. Excludes: (1) 12,938,050 OP Units of which the Reporting Person disclaims 382,425 OP Units held by the Children's Trusts and his spouse's trust; (2) except to the extent his pecuniary interest therein, 2,697,288 OP Units held by Rivermouth; and (3) 255,511 vested stock options (right to buy).
(3)	Conversion of OP Units acquired by Rivermouth on October 30, 2006.
(4)	Not applicable.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.