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
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(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)
12/19/2012
(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 12/19/2012   C   480,000 (1) A $ 0 3,377,257 I See footnote 6.
Common Stock 12/20/2012   S(2)   40,000 (3) D $ 23.31 3,337,257 I See footnote 6.
Common Stock 12/20/2012   S(2)   100,000 (4) D $ 23.31 $ 3,237,257 (5) I See footnote 6.
Common Stock 12/21/2012   G V 109,000 D $ 0 3,215,257 I (6) See footnote 6.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Partnership Common Units $ 0 (7) 12/19/2012   C     480,000   (8)   (8) Common Stock 480,000 $ 0 10,686,475 (9) D  

Reporting Owners

Reporting Owner Name / Address Relationships
 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/ Ben D. Orlanski by PA for Dan A. Emmett   12/21/2012
**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 acquired upon redemption of Partnership Common Units ("OP Units') of Douglas Emmett Properties, LP, a Delaware limited partnership (the "Operating Partnership"). Issuer is the sole stockholder of the general partner of the Operating Partnership.
(2) The sales reported herein were effected pursuant to Rule 10b5-1 trading plans entered into by Reporting Person and an entity affiliated with Reporting Person as of December 8, 2011.
(3) Shares sold by Rivermouth Partners, LP, a California limited partnership ("Rivermouth"), of which Rivermouth Management, LLC (the "Rivermouth LLC") is the general partner. Mr. Emmett is the chief executive officer and president of Rivermouth LLC.
(4) Shares of Issuer's common stock ("Shares") sold by the Trust.
(5) Following the transactions reported herein, subject to the ownership disclaimer in Footnote 6, the Reporting Person continues to beneficially own 13,910,754 common stock equivalents, including common stock, partnership common units ("OP Units") of Douglas Emmett Properties, LP, and long term incentive plan units ("LTIP Units"). Upon the occurrence of certain events, OP Units and LTIP Units are redeemable, without consideration, by the holder for an equivalent number of Shares, or for the cash value of such Shares, at Issuer's election.
(6) Ownership: 2,347,507 Shares held by the Trust; 315,750 Shares held by the Emmett Foundation, a CA charitable organization, and disclaimed by Reporting Person; 480,000 Shares held by Rivermouth but disclaimed by Reporting Person except to the extent of his pecuniary interest therein; 72,000 Shares held by trusts f/b/o Reporting Person's children of which Reporting Person has voting and investment power but disclaims beneficial ownership. Beneficial ownership of derivative securities: 10,686,475 OP Units of which Reporting Person disclaims, except to the extent of his pecuniary interest, 1,537,288 OP Units held by Rivermouth and 810,126 OP Units held by trusts for his spouse & children; 9,022 LTIP Units some of which are subject to vesting; 271,726 vested stock options. Upon the occurrence of certain events, OP Units and LTIP Units are redeemable, without consideration, by holder for an equivalent number of Shares or the cash value of such Shares, at Issuer's election.
(7) OP Units redeemed by and converted into common stock of Issuer. Upon the occurrence of certain events, OP Units are redeemable, 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.
(8) Not applicable.
(9) See also footnote 6.

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