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 * MCFERRAN VIRGINIA   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 _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 808 WILSHIRE BOULEVARD, SUITE 200 3. Date of Earliest Transaction (Month/Day/Year) 05/28/2015 (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

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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

Long Term Incentive Plan Units (1)

$ 0 (2)

05/28/2015

A(3)

1,718

06/30/2015(4)

(5)

Common Stock

1,718 (2)

(5)

1,718

D

Long Term Incentive Plan Units (1)

$ 0 (2)

05/28/2015

A(6)

1,415

12/31/2015(6)(7)

(5)

Common Stock

1,415 (2)

(5)

1,415

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
MCFERRAN VIRGINIA 808 WILSHIRE BOULEVARD SUITE 200 SANTA MONICA, CA 90401	X

Signatures

/s/ Ben D. Orlanski by PA for Virginia McFerran		06/01/2015
**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)	Long Term Incentive Plan Units ("LTIP Units") granted pursuant to Issuer's 2006 Omnibus Stock Incentive Plan, as amended.
(2)	LTIP Units in Douglas Emmett Properties, LP, a DE limited partnership (the "Operating Partnership"). Issuer is the sole stockholder of the general partner of the Operating Partnership. LTIP Units have full parity with partnership common units (the "OP Units") for all purposes and subject to vesting, may be converted into an equal number of OP Units on a one-for-one basis. Upon the occurrence of certain events, LTIP Units and OP Units are redeemable, 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.
(3)	LTIP Units granted as part of Reporting Person's annual compensation for service as a director of Issuer. Number of LTIP Units is pro-rated for 2015 from May 28, 2015 (date of Reporting Person's election as a director of Issuer) through December 31, 2015.
(4)	Pro-rated LTIP Units vest in installments on June 30, 2015, September 30, 2015 and December 31, 2015. On June 30, 2015, 278 LTIP Units vest; the balance vest in equal installments on September 30 and December 31, 2015. See also footnotes 2 and 3.
(5)	Not applicable.
(6)	Every three years, directors may receive a grant of LTIP Units in addition to annual grants as part of their compensation for service as directors. Reporting Person received such grant of LTIP Units upon election as a director of Issuer on May 28, 2015, which is pro-rated for the three-year period ending December 31, 2015.
(7)	LTIP Units will be fully vested on December 31, 2015. See also footnotes 2 and 6.

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