Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF 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 ^*

Aronson Michele L

2. Date of Event Requiring Statement (Month/Day/Year)
09/07/2023

3. Issuer Name and Ticker or Trading Symbol
Douglas Emmett Inc [DEI]

(Last)

(First)

(Middle)

1299 OCEAN AVENUE, SUITE 1000

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
EVP, GEN COUNSEL & SECY

5. If Amendment, Date Original Filed (Month/Day/Year)

(Street)

SANTA MONICA, CA 90401

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 Beneficially Owned

1.Title of Security
(Instr. 4)

2. Amount of Securities Beneficially Owned
(Instr. 4)

3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)

4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Long Term Incentive Plan Units ⁽¹⁾	⁽²⁾	12/31/2032	Common Stock ⁽¹⁾	93,809	$ 0 ⁽¹⁾	D
Long Term Incentive Plan Units ⁽¹⁾	⁽³⁾	12/30/2031	Common Stock ⁽¹⁾	29,656	$ 0 ⁽¹⁾	D
Long Term Incentive Plan Units ⁽¹⁾	⁽⁴⁾	12/30/2030	Common Stock ⁽¹⁾	13,855	$ 0 ⁽¹⁾	D
Long Term Incentive Plan Units ⁽¹⁾	12/31/2022	12/27/2029	Common Stock ⁽¹⁾	22,832	$ 0 ⁽¹⁾	D
Operating Partnership Units ⁽⁵⁾	⁽⁵⁾	⁽⁵⁾	Common Stock	271,164	$ 0 ⁽⁵⁾	D

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Aronson Michele L 1299 OCEAN AVENUE, SUITE 1000 SANTA MONICA, CA 90401			EVP, GEN COUNSEL & SECY

Signatures

/s/ Peter Seymour , Attorney-in-Fact for Michele L. Aronson		09/12/2023
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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 long term incentive plan units ("LTIP Units") in Douglas Emmett Properties, LP, a DE limited partnership (the "Operating Partnership") granted pursuant to the 2016 Omnibus Stock Incentive Plan of Douglas Emmett, Inc. ("Issuer"). Issuer is the sole stockholder of the general partner of the Operating Partnership. Upon vesting and certain additional criteria, each LTIP Unit can be converted into one partnership common unit of the Operating Partnership ("OP Unit"), after achievement of a specified percentage increase in Gross Asset Values of the assets of the Operating Partnership. LTIP Units not converted into OP Units within 10 years of the grant date of the LTIP Unit will be forfeited.
(2)	The LTIP Units vest in three substantially equal installments on each of December 31, 2023, 2024 and 2025, subject to continued service.
(3)	The LTIP Units vest in two equal installments on each of December 31, 2023 and 2024, subject to continued service.
(4)	The LTIP Units vest on December 31, 2023, subject to continued service.
(5)	Represents OP Units that were originally granted as LTIPs and have satisfied all vesting and other conditions for conversion into OP Units. Following the occurrence of certain events, OP Units are redeemable by the holder, without consideration, for an equivalent number of shares of Issuer's common stock or for the cash value of such shares, at Issuer's election, and do not have an expiration date.
Remarks: Exhibit List: Exhibit 24 - Power of Attorney

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