Washington, D.C. 20549






Current Report

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (date of earliest event reported)

February 16, 2018





Douglas Emmett, Inc.

(Exact name of registrant as specified in its charter)




Maryland   1-33106   20-3073047

(State or other jurisdiction

of incorporation)



file number


(I.R.S. Employer

identification No.)


808 Wilshire Boulevard, Suite 200, Santa Monica, California 90401
(Address of principal executive offices)                 (Zip Code)

Registrant’s telephone number, including area code    (310) 255-7700



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐




Item 8.01. Other Events.

Douglas Emmett, Inc. (the “Company”) is filing herewith the opinion of Venable LLP as an exhibit to its Registration Statement on Form S-3 (Registration No. 333-219731) (the “Registration Statement”) in connection with the resale from time to time of shares of common stock, $0.01 par value per share, of the Company issuable upon redemption of units representing common limited partnership interests in Douglas Emmett Properties, LP by the selling stockholders identified in the prospectus supplement dated February 16, 2018 to the prospectus dated August 4, 2017 (collectively, the “Prospectus”) forming part of the Registration Statement. Such resale will be made under the Registration Statement and the Prospectus.


Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.


  5.1    Opinion of Venable LLP.
23.1    Consent of Venable LLP (included in Exhibit 5.1 above).


Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


Dated:    February 16, 2018     By:  


      Mona M. Gisler
      Chief Financial Officer