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 *
Kaplan Jordan L
   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)
Chief Exec Officer, President
(Last)
(First)
(Middle)
808 WILSHIRE BOULEVARD, SUITE 200		 3. Date of Earliest Transaction (Month/Day/Year)
06/29/2016
(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 06/29/2016(1)   M   2,488,889 A $ 21 5,262,457 D  
Common Stock 06/29/2016(1)   M   1,058,202 A $ 21.87 6,320,659 D  
Common Stock 06/29/2016(1)   F   2,883,204 D $ 34.79 3,437,455 D  
Common Stock 06/29/2016(1)   G V 689,760 D $ 0 2,747,695 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
Employee Stock Options (right to buy) (2) $ 21 06/29/2016(1)   M     2,488,889 10/30/2006 10/30/2016 Common Stock 2,488,889 $ 0 0 D  
Employee Stock Options (right to buy) (2) $ 21.87 06/29/2016(1)   M     1,058,202 01/25/2008 12/31/2017 Common Stock 1,058,202 $ 0 0 (3) D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Kaplan Jordan L
808 WILSHIRE BOULEVARD
SUITE 200
SANTA MONICA, CA 90401		   X     Chief Exec Officer, President  

Signatures

 /s/ Jordan L. Kaplan   07/01/2016
**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) For more information on the transactions reported herein, see the Form 8-K filed by Douglas Emmett, Inc. on July 1, 2016.
(2) Employee stock options (right to buy) ("Options") granted pursuant to Issuer's 2006 Omnibus Stock Incentive Plan, as amended.
(3) Reporting Person also owns (i) 6,952,527 partnership common units ("OP Units") of Douglas Emmett Partnership, LP, a Delaware limited partnership (the "Operating Partnership"); (ii) fully vested Options to purchase an aggregate of 1,884,459 shares of common stock of Issuer, of which 1,358,696 Options expire December 31, 2018, and 525,763 Options expire December 31, 2019; and (iii) 540,302 long term incentive plan units ("LTIP Units"), which are partially vested. The Options and LTIP Units were granted pursuant to Issuer's 2006 Omnibus Stock Incentive Plan, as amended. Upon the occurrence of certain events, OP Units and LTIP Units are redeemable and exchangeable, without consideration, by the holder for an equivalent number of shares of Issuer's common stock, or for the cash value of such shares, at Issuer's election. Issuer is the sole stockholder of the general partner of the Operating Partnership.

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