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 _____ 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)
01/06/2014
(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 01/06/2014   M   300,000 A (1) $ 0 (2) 2,938,257 I (3) See footnote 3.

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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 (4) $ 0 01/06/2014   J(5)     120,000 (6)   (2)   (2) Common Stock 120,000 $ 0 9,359,384 I See footnote 8.
Partnership Common Units (7) $ 0 01/06/2014   M     300,000   (2)   (2) Common Stock 300,000 $ 0 9,059,384 (8) I See footnote 8.

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     Chairman of the Board  

Signatures

 /s/ Ben D. Orlanski by PA for Dan A. Emmett   01/08/2014
**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) Shares acquired by the Dan A. Emmett Revocable Living Trust (the "Trust") upon redemption of OP Units (defined below). Reporting Person is the sole trustee of the Trust. See also footnote 6.
(2) Not applicable.
(3) Ownership: 2,397,507 Shares owned by the Trust; 468,750 Shares owned by the Emmett Foundation, a California charitable organization, and disclaimed by Reporting Person; 72,000 Shares owned by certain trusts for the benefit of Reporting Person's spouse and children of which the Reporting Person is a trustee and has voting and investment power but disclaims beneficial ownership. See also footnote 9.
(4) Partnership common units ("OP Units") of Douglas Emmett Properties, LP, a Delaware limited partnership (the "Operating Partnership") held by Rivermouth. Issuer is the sole stockholder of the general partner of the Operating Partnership.
(5) Redemption of OP Units at Issuer's election at a rate equal to $23.56 per OP Unit.
(6) In accordance with the provisions of the Limited Partnership Agreement of the Operating Partnership, upon the occurence of certain events, OP Units are redeemable, without consideration, by the holder for an equivalent number of shares of Issuer's common stock (the "Common Stock"), or for the cash value of such Common Stock, at Issuer's election.
(7) OP Units held by the Trust. Reporting Person has sole voting and dispositive power over such OP Units.
(8) Ownership: (i) 6,827,833 OP Units held by the Trust and a community property trust, (ii) 1,417,288 OP Units held by Rivermouth, and (iii) 810,126 OP Units held by trusts f/n/o the Reporting Person's spouse and children ("Family Trusts"). Reporting Person disclaims OP Units held by Rivermouth and the Family Trusts except to the extent of his pecuniary interest therein. Reporting Person also holds (i) 274,355 vested stock options, and (ii) 13,847 long term incentive plan units ("LTIPs") of the Operating Partnership, some of which are subject to vesting. Upon the occurence of certain events, LTIPs are redeemable, without consideration, by the holder for an equivalent number Shares or the cash value of such Shares, at Issuer's election.

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