Dan A. Emmett - Dec 30, 2021 Form 4 Insider Report for Douglas Emmett Inc (DEI)

Signature
/s/ Peter Seymour, Attorney-in-Fact for Dan A. Emmett
Stock symbol
DEI
Transactions as of
Dec 30, 2021
Transactions value $
$0
Form type
4
Date filed
1/4/2022, 08:01 PM
Previous filing
Jun 21, 2021
Next filing
Dec 29, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction DEI Common Stock Gift $0 -61.3K -6.5% $0.00 882K Dec 21, 2021 See footnote 1 F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction DEI Long Term Incentive Plan Units Award $0 +3.71K $0.00 3.71K Dec 30, 2021 Common Stock 3.71K $0.00 Direct F3, F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Common stock ("Common Stock") of Issuer beneficially owned includes (i) an aggregate of 816,446 shares of Common Stock held by the Dan A. Emmett Revocable Trust and (ii) 66,000 shares of Common Stock held by certain trusts f/b/o Reporting Person's children of which Reporting Person is a trustee with sole voting and dispositive power but disclaims beneficial ownership therein.
F2 Reporting person may be deemed to beneficially own 4,358,972 Common Stock equivalents, including Common Stock, partnership common units ("OP Units") and long term incentive plan units ("LTIP Units") of Douglas Emmett Properties, LP (the "Operating Partnership"), inclusive of the long-term incentive plan unit grant reported herein.
F3 LTIP Units in the Operating Partnership granted pursuant to the 2016 Omnibus Stock Incentive Plan of Douglas Emmett, Inc. ("Issuer"). Issuer is the sole stockholder of the general partner of the Operating Partnership. Upon vesting and certain additional criteria, each LTIP Unit can be converted into one partnership common unit ("OP Unit") of the Operating Partnership, which is ultimately exchangeable into common stock of Issuer, only, if applicable, after achievement of a specified percentage increase in Gross Asset Values of the assets of the Operating Partnership. LTIP Units not converted into OP Units within 10 years of the grant date will be forfeited. Upon the occurrence of certain events, OP Units are redeemable by the holder, without consideration, for an equivalent number of shares of Issuer's common stock or for the cash value of such shares, at Issuer's election.
F4 LTIP Units vest 25% on December 31, 2021. The remaining 75% of the LTIP Units vest in equal installments on December 31, 2022, 2023, and 2024.
F5 In addition to LTIP Units reported herein, Reporting Person's derivative securities include (i) 3,465,878 OP Units of which 770,126 OP Units are held by certain trusts f/b/o the Reporting Person's spouse and children (collectively, the "Family Trusts") of which Reporting Person is a trustee, and 31,517 OP Units are held by Rivermouth Partners, a CA LP ("Rivermouth"), of which Reporting Person is president of the manager of the general partner, and (ii) 6,941 LTIP Units previously granted pursuant to Issuer's 2016 Omnibus Stock Incentive Plan. Reporting Person disclaims beneficial ownership of OP Units held by the Family Trusts and Rivermouth, except to the extent of his pecuniary interest, if any, therein.

Remarks:

Exhibit List 24.1- Power of Attorney