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 *
Kamer William
   2. Issuer Name and Ticker or Trading Symbol
Douglas Emmett Inc [DEI] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Financial Officer, Secy
(Last)
(First)
(Middle)
808 WILSHIRE BOULEVARD, SUITE 200		 3. Date of Earliest Transaction (Month/Day/Year)
11/09/2010
(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 11/09/2010   C(1)   85,984 A $ 0 181,184 D  
Common Stock 11/09/2010   S   138,519 D $ 17.818 42,665 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
Partnership Common Units (2) 11/09/2010   C     85,984 03/30/2010   (3) Common Stock 85,984 (4) 12,041 D  
Employee Stock Options (right to buy) $ 21             01/01/2008(5) 10/30/2016 Common Stock 386,667   386,667 D  
Employee Stock Options (right to buy) $ 21.87             01/25/2008(6) 12/31/2017 Common Stock 152,117   152,117 D  
Employee Stock Options (right to buy) $ 11.42             01/12/2009(7) 12/31/2018 Common Stock 298,914   298,914 D  
Employee Stock Options (right to buy) $ 15.05             01/19/2010(8) 12/31/2019 Common Stock 115,668   115,668 D  
Long Term Incentive Plan Units (LTIPs) (9)             12/31/2010(10)   (3) Common Stock 25,375   25,375 D  
Long Term Incentive Plan Units (LTIPs) (9)             12/31/2010(11)   (3) Common Stock 3,287   3,287 D  
Long Term Incentive Plan Units (LTIPs) (9)             12/31/2010(12)   (3) Common Stock 12,040   12,040 D  
Long Term Incentive Plan Units (9)             01/19/2010(13)   (3) Common Stock 24,364   24,364 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Kamer William
808 WILSHIRE BOULEVARD
SUITE 200
SANTA MONICA, CA 90401		       Chief Financial Officer, Secy  

Signatures

 /s/ Theodore E. Guth by PA for William Kamer   11/11/2010
**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 common stock of Issuer pursuant to tender of Partnership Common Units ("OP Units") of Douglas Emmett Properties, LP, of which the Issuer is the sole stockholder of the general partner. OP Units are exchangeable for common stock of Issuer on a one-for-one basis without consideration.
(2) OP Units are exchangeable for common stock of Issuer on a one-for-one basis without consideration.
(3) Not applicable.
(4) OP Units received upon conversion of vested and booked up long term incentive plan units ("LTIPs") in Douglas Emmett Properties, LP, granted to the Reporting Person pursuant to Issuer's 2006 Equity Incentive Plan.
(5) Options vest 25% on each January 1 of 2008, 2009, 2010 and after January 1, 2011.
(6) Options vest 25% on January 1, 2008 and on each December 31 of 2008, 2009 and 2010.
(7) Options vest 25% on January 12, 2009, and 25% on each December 31 of 2009, 2010, and 2011.
(8) Options vested 50% on January 19, 2010, and one-third of the remaining 50% on each December 31 of 2010, 2011 and 2012.
(9) LTIP Units are convertible into common stock of the Issuer on a one-for-one basis.
(10) Balance of LTIPs granted on October 30, 2006 which vests on December 31, 2010.
(11) Balance of LTIPs granted on January 25, 2008 which vests on December 31, 2010.
(12) Balance of LTIPs granted January 12, 2009 which vests 50% on each December 31 of 2010 and 2011.
(13) LTIPs granted January 19, 2010 of which 50% are vested. The balance vests one-third on each December 31 of 2010, 2011 and 2012.

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