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SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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OMB
Number:
Expires:
Estimated average burden
hours per response..........................
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3235-0145
February 28, 2009
11
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| o | Rule 13d-1(b) | |
| o | Rule 13-d-1(c) | |
| ý | Rule 13d-1(d) |
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CUSIP
No.
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25960P 10 9
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Page
2 of 5 pages
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1
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Names
of Reporting Persons
Dan
A. Emmett
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2
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3.
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SEC
Use Only
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4.Citizenship
or Place of Organization
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USA
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Number
of Shares Beneficially Owned by Each Reporting Person
With:
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5
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Sole
Voting Power
18,591,945
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6
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Shared
Voting Power
0
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7
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Sole
Dispositive Power
18,591,945
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8
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Shared
Dispositive Power
0
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9
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Aggregate
Amount Beneficially Owned by Each Reporting Person
18,591,945*
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10
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Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) o
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11
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Percent
of Class Represented by Amount in Row (9)
13.7%
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12
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Type
of Reporting Person (See Instructions)
IN
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(*) Shares
consist of (A) an aggregate of 4,703,007 shares of Common Stock
("Shares"), of which the Reporting Person disclaims beneficial ownership
of 172,500 shares owned by the Emmett Foundation, a California tax-exempt
charitable organization, and 88,000 Shares held in trusts for the
Reporting Person's children; (B) an aggregate of 13,664,144 limited
partnership interests (“OP Units”) of Douglas Emmett Properties, LP, of
which the issuer is the general partner and which are redeemable for an
equivalent number of Shares, of which the Reporting Person disclaims
beneficial ownership of (i) 492,425 OP Units owned by trusts for the
Reporting Person’s spouse and children and (ii) except to the extent of
his pecuniary interest therein, 3,317,288 OP Units owned by Rivermouth
Partners, a California limited partnership; and (C) 224,794 vested stock
options.
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Item
1(a).
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Name
of Issuer:
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(a)
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□
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Broker
or dealer registered under Section 15 of the Act (15 U.S.C.
78o);
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(b)
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□
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Bank
as defined in section 3(a)(6) of the Act (15 U.S.C.
78c);
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(c)
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□
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Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C.
78c);
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(d)
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□
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Investment
company registered under section 8 of the Investment Company Act of 1940
(15 U.S.C 80a-8);
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(e)
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□
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An
investment adviser in accordance with §
240.13d-l(b)(l)(ii)(E);
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(f)
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□
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An
employee benefit plan or endowment fund in accordance with §
240.13d-l(b)(l)(ii)(F);
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(g)
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□
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A
parent holding company or control person in accordance with §
240.13d-l(b)(l)(ii)(G);
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(h)
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□
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A
savings association as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813);
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(i)
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□
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A
church plan that is excluded from the definition of an investment company
under section 3(c)(14) of the Investment Company Act (15 U.S.C.
80a-3);
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(j)
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□
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A
non-U.S. institution in accordance with §
240.13d-l(b)(l)(ii)(J);
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(k)
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□
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Group,
in accordance with §
240.13d-l(b)(l)(ii)(K).
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Item
4. Ownership.
(a)
Amount beneficially owned: 18,591,945
Shares
consist of (A) an aggregate of 4,703,007 shares of Common Stock
("Shares"), of the Reporting Person disclaims beneficial ownership of
172,500 shares owned by the Emmett Foundation, a California tax-exempt
charitable organization, and 88,000 Shares held in trusts for the
Reporting Person's children; (B) an aggregate of 13,664,144 limited
partnership interests (“OP Units”) of Douglas Emmett Properties, LP of
which the issuer is the general partner and which are redeemable for an
equivalent number of Shares, of which the Reporting Person disclaims
beneficial ownership of (i) 492,425 OP Units owned by trusts for the
Reporting Person’s spouse and children and (ii) except to the extent of
his pecuniary interest therein, 3,317,288 OP Units owned by Rivermouth
Partners, a California limited partnership; and (C) 224,794 vested
stock options.
(b)
Percent of class: 13.7%
(c)
Number of shares as to which the person has:
(i)
Sole power to vote or to direct the vote 18,591,945.
(ii)
Shared power to vote or to direct the vote -0-.
(iii)
Sole power to dispose or to direct the disposition of 18,591,945.
(iv) Shared power to dispose or to direct the disposition
of -0-.
Item
5. Ownership of Five Percent or Less of a Class
If
this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more
than five percent of the class of securities, check the following .
Not
applicable.
Item
6. Ownership of More than Five Percent on Behalf of Another
Person.
Not
applicable.
Item
7 Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company or Control
Person
Not
applicable.
Item
8. Identification and Classification of Members of the
Group
Not
applicable.
Item
9. Notice of Dissolution of Group
Not
applicable.
Item 10. Certification
Not
applicable.
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February
16, 2010
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| Date | |
| /s/Dan A. Emmett | |
| Signature | |
| Dan A. Emmett | |
| Name/Title |