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)

C/O DOUGLAS EMMETT INC, 1299 OCEAN AVENUE, SUITE 1000

3. Date of Earliest Transaction (Month/Day/Year)
06/12/2023

(Street)

SANTA MONICA, CA 90410

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								816,446	D ⁽³⁾
Common Stock								22,000	I ⁽³⁾ ⁽⁵⁾	By TAE trust
Common Stock								22,000	I ⁽³⁾ ⁽⁵⁾	By RMN trust
Common Stock								22,000	I ⁽³⁾ ⁽⁵⁾	By MWE trust

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Partnership Common Units ⁽¹⁾

⁽¹⁾

06/12/2023

G⁽²⁾

501,746

⁽¹⁾

Common Stock

501,746

$ 0

3,168,830

D ⁽⁴⁾

Partnership Common Units ⁽¹⁾

⁽¹⁾

Common Stock

79,595

I ⁽⁴⁾ ⁽⁵⁾

By TAE trust

Partnership Common Units ⁽¹⁾

⁽¹⁾

Common Stock

79,595

I ⁽⁴⁾ ⁽⁵⁾

By RMN trust

Partnership Common Units ⁽¹⁾

⁽¹⁾

Common Stock

69,595

I ⁽⁴⁾ ⁽⁵⁾

By MWE trust

Partnership Common Units ⁽¹⁾

⁽¹⁾

Common Stock

39,595

I ⁽⁴⁾ ⁽⁵⁾

By DEW trust

Partnership Common Units ⁽¹⁾

⁽¹⁾

Common Stock

31,517

I ⁽⁴⁾ ⁽⁵⁾

By Rivermouth Partners

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Emmett Dan A C/O DOUGLAS EMMETT INC 1299 OCEAN AVENUE, SUITE 1000 SANTA MONICA, CA 90410	X		Chairman of the Board

Signatures

/s/ Peter Seymour, Attorney-in-Fact for Dan A. Emmett		06/12/2023
^**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)	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. Each OP Unit has an economic interest equivalent to one share of the Issuer's common stock . Upon the occurrence of certain events, OP Units are redeemable and may be exchanged, without consideration, by the holder for an equivalent number of shares of common stock or for the cash value of such shares, at Issuer's option. OP Units do not have an expiration date.
(2)	Represents the transfer of shares of common stock from indirect ownership through the spouse's trust to direct ownership through a revocable community property trust, for no consideration. There was no change in total shares of common stock directly and indirectly held.
(3)	The Form 4 filed on January 4, 2022 (and certain prior Form 4s) reported all shares of common stock held indirectly, without breaking out the various owners. This Form 4 reflects the current breakout of direct and indirect ownership, including treatment of a revocable living trust as direct ownership.
(4)	The Form 4 filed on November 25, 2019 (and certain prior Form 4s) reported all shares held directly, when it should have reported certain shares held indirectly, as indicated in footnotes 6 and 7 to the Form 4. This Form 4 reflects the correct breakout of direct and indirect holdings.
(5)	The Reporting Person disclaims beneficial ownership of these shares except to the extent of any pecuniary interest therein. The trusts have been reported employing abbreviations.

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