SEC FORM 3

SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Aronson Michele L

(Last)

(First)

(Middle)

1299 OCEAN AVENUE, SUITE 1000

(Street)

SANTA MONICA

90401

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/07/2023

3. Issuer Name and Ticker or Trading Symbol
Douglas Emmett Inc [ DEI ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP, GEN COUNSEL & SECY

5. If Amendment, Date of 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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Long Term Incentive Plan Units⁽¹⁾	⁽²⁾	12/31/2032	Common Stock⁽¹⁾	93,809	0⁽¹⁾	D
Long Term Incentive Plan Units⁽¹⁾	⁽³⁾	12/30/2031	Common Stock⁽¹⁾	29,656	0⁽¹⁾	D
Long Term Incentive Plan Units⁽¹⁾	⁽⁴⁾	12/30/2030	Common Stock⁽¹⁾	13,855	0⁽¹⁾	D
Long Term Incentive Plan Units⁽¹⁾	12/31/2022	12/27/2029	Common Stock⁽¹⁾	22,832	0⁽¹⁾	D
Operating Partnership Units⁽⁵⁾	⁽⁵⁾	⁽⁵⁾	Common Stock	271,164	0⁽⁵⁾	D

Explanation of Responses:

1. Represents long term incentive plan units ("LTIP Units") in Douglas Emmett Properties, LP, a DE limited partnership (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 of the Operating Partnership ("OP Unit"), 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 of the LTIP Unit will be forfeited.

2. The LTIP Units vest in three substantially equal installments on each of December 31, 2023, 2024 and 2025, subject to continued service.

3. The LTIP Units vest in two equal installments on each of December 31, 2023 and 2024, subject to continued service.

4. The LTIP Units vest on December 31, 2023, subject to continued service.

5. Represents OP Units that were originally granted as LTIPs and have satisfied all vesting and other conditions for conversion into OP Units. Following 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, and do not have an expiration date.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney

	/s/ Peter Seymour , Attorney-in-Fact for Michele L. Aronson	09/12/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.

SEC Form 3 filed by new insider Aronson Michele L