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 *
Kamer William
   2. Issuer Name and Ticker or Trading Symbol
Douglas Emmett Inc [DEI] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Financial Officer
(Last)
(First)
(Middle)
808 WILSHIRE BOULEVARD, SUITE 200		 3. Date of Earliest Transaction (Month/Day/Year)
08/11/2008
(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 08/11/2008   C(1)   43,021 A $ 0 (1) 138,221 D  
Common Stock 08/11/2008   S   43,021 D $ 24.49 95,200 (2) D  

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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 (3) 08/11/2008   C     43,021 12/30/2007   (4) Common Stock 43,021 $ 0 (5) 0 D  
Partnership Common Units (6) (3)             10/30/2008   (4) Common Stock 25,375   25,375 D  
Long Term Incentive Plan Units (7)               (8)   (4) Common Stock 76,125   76,125 D  
Long Term Incentive Plan Units (7)               (9)   (4) Common Stock 13,146   13,146 D  
Employee Stock Options (right to buy) $ 21               (10) 10/30/2016 Common Stock 386,667   386,667 D  
Employee Stock Options (right to buy) $ 21.87               (11) 12/31/2017 Common Stock 152,117   152,117 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Kamer William
808 WILSHIRE BOULEVARD
SUITE 200
SANTA MONICA, CA 90401		       Chief Financial Officer  

Signatures

 /s/ William Kamer   08/13/2008
**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) Represents exchange of Partnership Common Units ("OP Units") of Douglas Emmett Properties, LP, into common stock of Douglas Emmett, Inc. (the "Issuer"). OP Units are exchangeable for common stock of the Issuer on a one-for-one basis without consideration.
(2) Not including OP Units and Long Term Incentive Plan Units ("LTIP Units"). Including such securities, Reporting Person owns a total of 114,646 shares of Issuer's common stock equivalents after the reported transaction and has options covering an additional 538,784 shares.
(3) OP Units are exchangeable for common stock of the Issuer on a one-for-one basis without additional consideration.
(4) Not applicable.
(5) OP Units received in exchange for the direct or indirect contribution of property to Douglas Emmett Properties, LP, of which the Issuer is the sole stockholder of the general partner. The value of the OP Units was $21.00 per OP Unit as of the date of the contribution on October 30, 2006, based on the price of the Issuer's common stock at the time of Issuer's initial public offering.
(6) OP Units received July 2008 on conversion of vested and booked up LTIP Units in Douglas Emmett Properties, LP.
(7) LTIP Units are exchangeable for OP Units (and ultimately exchangeable for common stock of the Issuer) on a one-for-one basis.
(8) LTIP Units vest in four equal annual installments upon each anniversary of December 31, 2006, and, to the extent vested and booked up, are exchangeable into common stock on or after October 30, 2008.
(9) LTIP Units vest one-quarter on January 25, 2008, and one-quarter on each December 31 of 2008, 2009 and 2010, and, to the extent vested and booked up, are exchangeable into common stock of the Issuer on or after January 25, 2010.
(10) Options vest in four equal annual installments upon each anniversary of December 31, 2006.
(11) Options vest one-quarter on January 25, 2008, and one-quarter on each December 31 of 2008, 2009 and 2010.

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