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)
03/17/2014
(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 03/17/2014   J(1)   300,000 A (1) $ 0 3,078,257 I See footnote 3.
Common Stock 03/17/2014   J(2)   120,000 A (2) $ 0 3,198,257 (3) I See footnote 3.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 (5) 03/17/2014   J(6)     300,000   (7)   (7) Common Stock 300,000 $ 0 8,644,965 I See footnote 9.
Partnership Common Units (8) $ 0 (5) 03/17/2014   J(6)     120,000   (7)   (7) Common Stock 120,000 $ 0 8,524,965 (9) I See footnote 9.

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/ Dan A. Emmett   03/19/2014
**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) Acquisition of shares of common stock of Issuer (the "Shares") by the Dan A. Emmett Revocable Living Trust (the "Trust), of which the Reporting Person is the trustee, upon redemption of OP Units (defined below).
(2) Acquisition of Shares by Rivermouth Partners, a California limited partnership ("Rivermouth"), of which the Trust is the general partner, upon redemption of OP Units (defined below).
(3) Ownership of common stock: 2,497,507 Shares owned by the Trust; 160,000 Shares owned by Rivermouth and disclaimed by the Reporting Person except to the extent of his pecuniary interest therein; 468,750 Shares owned by the Emmett Foundation, a CA charitable organization, and disclaimed by Reporting Person; 72,000 Shares owned by certain trusts f/b/o Reporting Person's children of which the Reporting Person is a trustee and has voting and investment power but disclaims beneficial ownership.
(4) Partnership common units ("OP Units") of Douglas Emmett Properties, LP, a Delaware limited partnership (the "Operating Partnership") held by the Trust. Issuer is the sole stockholder of the general partner of the Operating Partnership.
(5) In accordance with the provisions of the Limited Partnership Agreement (the "LP Agreement") of the Operating Partnership, upon the occurrence of certain events, OP Units are redeemable, without consideration, by the holder for an equivalent number of Shares or for the cash value of such Shares, at Issuer's election.
(6) OP Units redeemed for Shares in accordance with the provisions of the LP Agreement.
(7) Not applicable.
(8) OP Units of the Operating Partnership held by Rivermouth. See also footnote 4.
(9) Reporting Person may be deemed to beneficially own the following: an aggregate of 8,524,965 OP Units of which he disclaims, except to the extent of his pecuniary interest therein, 1,177,288 OP Units held by Rivermouth, and 810,126 OP Units held by trusts for his spouse and children; 8,266 long term incentive plan units ("LTIP Units") some of which are subject to vesting, and 274,355 vested stock options (right to buy). See footnote 5 regarding characteristics of OP Units. Upon the occurrence of certain events, LTIP Units are redeemable, without consideration, by the holder for an equivalent number of Shares or the cash value of such Shares, at Issuer's election.

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