Kenneth M. Panzer - Dec 30, 2021 Form 4 Insider Report for Douglas Emmett Inc (DEI)

Role: Chief Operating Officer, Director
Signature: /s/ Peter Seymour, Attorney-in-Fact for Kenneth M. Panzer
Stock symbol: DEI
Transactions as of: Dec 30, 2021
Transactions value $: $0
Form type: 4
Date filed: 1/4/2022, 08:21 PM
Next filing: Dec 29, 2022

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	+350K		$0.00	350K	Dec 30, 2021	Common Stock	350K	$0.00	Direct	F1, F2, F3

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	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 ("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.
F2	LTIP Units vest 70% on December 31, 2021. The remaining 30% of the LTIP Units vest in equal installments on December 31, 2022, 2023, and 2024.
F3	Derivative securities owned by the Reporting Person include the LTIP Units reported herein, an additional 416,108 LTIP Units previously granted pursuant to Issuer's 2016 Omnibus Stock Incentive Plan, and 7,981,920 OP Units.

Remarks:

Exhibit List 24.1- Power of Attorney