form13g.htm
SECURITIES
AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549
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APPROVAL
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SCHEDULE
13D
[Rule
13d-101]
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO
§ 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§
240.13d-2(a)*
Amendment
No. 1
DOUGLAS
EMMETT, INC.
Common
Stock
(Title of
Class of Securities)
William
Kamer, Secretary
808
Wilshire Boulevard, Suite
200
Santa
Monica, CA 90401
Telephone: 310-255-7700
(Name,
Address and Telephone Number of Person
(Authorized
to Receive Notices and Communications)
(Date of
Event which Requires Filing of this Statement)
If the
filing person has previously filed a statement on Schedule 13G to report the
acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of §§240.13d-l(e), 240.13d-l(f) or 240.13d-l(g), check the
following box.¨
Note: Schedules filed in paper
format shall include a signed original and five copies of the schedule,
including all exhibits. See § 240.13d-7 for other parties to whom copies are to
be sent.
* The
remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The
information required on the remainder of this cover page shall not be deemed to
be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934
("Act") or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the
Notes).
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1
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Names
of Reporting Persons
Jordan L.
Kaplan
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2
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Check
the Appropriate Box if a Member of a Group (see
instructions) (a) o
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3
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4
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Source
of Funds (see instructions)
OO
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5
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Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e) o
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6
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Citizenship
or Place of Organization
USA
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Number
of Shares Beneficially by Owned by Each Reporting
Person
With
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7
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Sole
Voting Power
12,286,464
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8
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9
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Sole
Dispositive Power
12,286,464
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10
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Shared
Dispositive Power
0
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11
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Aggregate
Amount Beneficially Owned by Each Reporting Person
12,286,464
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12
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Check
if the Aggregate Amount in Row (11) Excludes o
Certain
Shares (see instructions)
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13
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Percent
of Class Represented by Amount in Row (11)
9.4%
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14
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Type
of Reporting Person (see instructions)
IN
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Item
1. Security
and Issuer
This
filing relates to the common stock, $0.01 par value (the "Common Stock") of
Douglas Emmett, Inc., a Maryland corporation (the "Issuer") and Common Stock
equivalents of the Issuer as described in Item 5. The Issuer's
principal executive office is located at 808 Wilshire Boulevard, Suite 200,
Santa Monica, CA 90401.
Item
2. Identity
and Background
(a) Jordan L.
Kaplan (the "Reporting Person").
(b) The
Reporting Person’s business address is 808 Wilshire Boulevard, Suite 200, Santa
Monica, CA 90401.
(c) The
Reporting Person is the Chief Executive Officer and President of the Issuer
whose principal executive office is located at 808 Wilshire Boulevard, Suite
200, Santa Monica, CA 90401.
(d) During
the last five years, the Reporting Person has not been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).
(e) During
the last five years, the Reporting Person has not been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction as a
result of which the Reporting Person was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation
with respect to such laws.
(f) The
Reporting Person is a citizen of the United States.
Item
3. Source
and Amount of Funds or Other Consideration
The
recent acquisitions of securities by the Reporting Person have been as a result
of grants to him as an employee under the Issuer’s 2006 Equity Incentive Plan,
which have included both options to purchase the Issuer's common stock and Long
Term Incentive Plan Units of Douglas Emmett Properties, LP, of which the Issuer
is the general partner. Accordingly, no cash consideration has been
required.
Item
4. Purpose
of Transaction
The recent acquisitions of securities
by the Reporting Person have been as a result of grants to him as an employee
under the Issuer’s 2006 Equity Incentive Plan, which have included both options
to purchase the Issuer's Common Stock and Long Term Incentive Plan Units of
Douglas Emmett Properties, LP, of which the Issuer is the general
partner.
The Reporting Person reserves the
right, consistent with applicable law, to acquire (whether through open
market purchases, block trades, private acquisitions, exercises of options,
conversion of securities of Douglas Emmett Properties, LP or
otherwise) and/or to dispose of securities of the Issuer, in each case in
light of the Reporting Person’s continued evaluation of Issuer market conditions
and other factors deemed relevant by the Reporting Person.
Item
5. Interest
in Securities of the Issuer
(a) The
Reporting Person beneficially owns an aggregate of 12,286,464 shares ("Shares")
constituting 9.4% of the outstanding Common Stock of the Issuer. The
number of outstanding shares is based upon the number of outstanding shares set
forth in Issuer's Form 10-Q for the quarterly period ended September 30, 2009
(121,559,388 shares of Common Stock) plus 37,039 limited partnership common
units ("OP Units") of Douglas Emmett Properties, LP, of which the Issuer is the
general partner, and which were redeemed for Common Stock of Issuer through
December 31, 2009. For purposes of computing the Reporting Person's
percentage beneficial ownership, the total number of shares of Issuer's Common
Stock considered to be outstanding is 121,596,427. The Shares consist
of (A) an aggregate of 2,773,568 shares of Common Stock of the Issuer; (B) an
aggregate of 4,224,771 vested employee stock options ("Stock Options") which are
exercisable within 60 days hereof; and (C) an aggregate of 5,288,125 OP Units of
Douglas Emmett Properties, LP of which the Issuer is the general partner and
which are redeemable by the Reporting Person within 60 days hereof for an
equivalent number of shares of Common Stock.
(b) The
Reporting Person has sole voting and dispositive power with respect to all
12,286,464 Shares.
(c) Under the
Issuer's 2006 Omnibus Incentive Plan, on January 19, 2010, the Reporting Person
was granted 525,763 Stock Options exercisable at the rate of $15.05 per share of
which 262,882 shares were vested immediately; and 110,742 LTIP Units which have
no conversion or exercise price and of which 55,371 LTIP Units were vested
immediately. The LTIP Units are convertible into OP Units (and
indirectly into Common Stock of the Issuer) on a one-for-one
basis. LTIP Units are subject to two year lock-out provisions and
therefore, are not included during that period in the aggregate number of Shares
in this Schedule 13D or in the calculation of percent of class in Row 11 and
Item 5(a) hereof.
Item
6. Contracts,
Arrangements, Understandings or Relationships with Respect to Securities of the
Issuer
Not
applicable.
Item
7. Material
to Be Filed as Exhibits
Not
applicable.
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SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and
correct.
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February
16, 2010
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(Date)
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/s/
JORDAN L KAPLAN
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(Signature)
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Jordan
L. Kaplan, CEO and President
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(Name
and Title)
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The original
statement shall be signed by each person on whose behalf the statement is
filed or his authorized representative. If the statement is
signed on behalf of a person by his authorized representative (other than
an executive officer or general partner of the filing person), evidence of
the representative's authority to sign on behalf of such person
shall
be filed with the statement: provided, however, that a power of attorney
for this purpose which is already on file with the
Commission may be incorporated by reference. The name and any title of
each person who signs the statement shall be
typed or printed beneath his signature.
Attention:
Intentional misstatements or omissions of fact constitute Federal criminal
violations (See 18 U.S.C. 1001)
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