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 *
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

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
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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