|
CUSIP
NO. 25960P 10 9
|
13G
|
PAGE 2 OF
6
|
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (Entities Only)
Dan
A. Emmett
|
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
¨
|
|
|
3
|
SEC
USE ONLY
|
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
USA
|
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
19,316,567
|
|
6
|
SHARED
VOTING POWER
0
|
|
|
7
|
SOLE
DISPOSITIVE POWER
19,316,567
|
|
|
8
|
SHARED
DISPOSITIVE POWER
0
|
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,316,567
(consisting of (A) an aggregate of 5,474,645 shares of Common Stock
("Shares"), of which the Reporting Person disclaims beneficial ownership
of (i) 75,000 Shares owned by the Emmett Foundation, a California
tax-exempt charitable organization, and (ii) except to the extent of his
pecuniary interest therein, 36,638 Shares owned by Rivermouth Partners, a
California limited partnership ("Rivermouth"); (B) an aggregate of
13,634,144 limited partnership units ("OP Units") of Douglas Emmett
Properties, LP of which the Issuer is the sole stockholder of the general
partner, and which are redeemable for an equivalent number of Shares, of
which the Reporting Person disclaims beneficial ownership of (i) 492,425
OP Units owned by trusts for the Reporting Person's spouse and
children, and (ii) except to the extent of his pecuniary
interest therein, 3,317,288 OP Units owned by Rivermouth; (C) 177,778
vested stock options; and (D) 30,000 vested long term incentive plan units
which are convertible into OP Units (and indirectly into Common Stock) of
the Issuer on a one-for-one basis).
|
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
N/A
|
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT SHOWN IN ROW (9)
15.6%
|
|
|
12
|
TYPE
OF REPORTING PERSON
IN
|
|
|
(a)
|
Name
of Issuer:
|
|
(b)
|
Address
of Issuer’s Principal Executive
Offices:
|
|
(a)
|
Name
of Person Filing:
|
|
(b)
|
Address
of Principal Business Office or, if none,
Residence:
|
|
(c)
|
Citizenship:
|
|
(d)
|
Title
of Class of Securities:
|
|
(e)
|
CUSIP
Number:
|
|
(a)
|
¨
|
Broker
or Dealer registered under Section 15 of the
Act.
|
|
(b)
|
¨
|
Bank
as defined in section 3(a)(6) of the
Act.
|
|
(c)
|
¨
|
Insurance
company as defined in section 3(a)(19) of the
Act.
|
|
(d)
|
¨
|
Investment
company registered under section 8 of the Investment Company
Act.
|
|
(e)
|
¨
|
An
investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E).
|
|
(f)
|
¨
|
An
employee benefit plan or endowment fund in accordance with Rule
13d-1(b)(1)(ii)(F).
|
|
(g)
|
¨
|
A
parent holding company or control person in accordance with Rule
13d-1(b)(1)(ii)(G).
|
|
(h)
|
¨
|
A
savings association as defined in Section 3(b) of the Federal Deposit
Insurance Act.
|
|
(i)
|
¨
|
A
church plan that is excluded from the definition of an investment company
under Section 3(c)(14) of the Investment Company
Act.
|
|
(j)
|
¨
|
Group,
in accordance with Rule
13d-1(b)(1)(ii)(J).
|
|
Item
4.
|
Ownership.
|
|
|
Provide
the following information regarding the aggregate number and percentage of
the class of securities of the issuer identified in Item
1.
|
|
(a)
|
Amount Beneficially
Owned:
|
|
|
19,316,567 (consisting of (A) an
aggregate of 5,474,645 shares of Common Stock ("Shares"), of which the
Reporting Person disclaims beneficial ownership of (i) 75,000 Shares owned
by the Emmett Foundation, a California tax-exempt charitable organization,
and (ii) except to the extent of his pecuniary interest therein, 36,638
Shares owned by Rivermouth Partners, a California limited partnership
("Rivermouth"); (B) an aggregate of 13,634,144 limited partnership units
("OP Units") of Douglas Emmett Properties, LP of which the Issuer is the
sole stockholder of the general partner, and which are redeemable for an
equivalent number of Shares, of which the Reporting Person disclaims
beneficial ownership of (i) 492,425 OP Units owned by trusts for the
Reporting Person's spouse and children and (ii) except to the extent of
his pecuniary interest therein, 3,317,288 OP Units owned by Rivermouth;
(C) 177,778 vested stock options; and (D) 30,000 vested long term
incentive plan units which are convertible into OP Units (and indirectly
into common stock) of the Issuer on a one-for-one
basis).
|
|
|
15.6%
|
|
Item
5.
|
Ownership
of Five Percent or Less of a Class.
|
|
Item
6.
|
Ownership
of More than Five Percent on Behalf of Another
Person.
|
|
Item
7.
|
Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported on by the Parent Holding Company or Control
Person.
|
|
Item
8.
|
Identification
and Classification of Members of the
Group.
|
|
Item
9.
|
Notice
of Dissolution of Group.
|
|
Item
10.
|
Certifications.
|