SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

o

Rule 13d-l(b)

o

Rule 13d-l(c)

x

Rule 13d-l(d)

CUSIP No. 25960P 10 9

1.

Names of Reporting Persons
Dan A. Emmett

2

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization
USA

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5

Sole Voting Power
8,396,978

6

Shared Voting Power
278,785

7

Sole Dispositive Power
8,396,978

8

Shared Dispositive Power
278,785

9

Aggregate Amount Beneficially Owned by Each Reporting Person
8,675,763*

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11

Percent of Class Represented by Amount in Row (9)
5.66%

12

Type of Reporting Person (See Instructions)
IN

CUSIP No. 25960P 10 9

Item 1(a).

Name of Issuer:
Douglas Emmett, Inc.

Item 1(b).

Address of Issuer’s Principal Executive Offices:
808 Wilshire Boulevard

Suite 200

Santa Monica, CA 90401

Item 2(a).

Name of Persons Filing:
Dan A. Emmett

Item 2(b).

Address of Principal Business Office or, if none, Residence:
808 Wilshire Boulevard

Suite 200

Santa Monica, CA 90401

Item 2(c).

Citizenship:
USA

Item 2(d).

Title of Class of Securities:
Common Stock

Item 2(e).

CUSIP Number:
25960P 10 9

Item 3.

If this statement is filed pursuant to §§240.13d-l(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8);

(e)

o

An investment adviser in accordance with §240.13d-l(b)(l)(ii)(E);

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-l(b)(l)(ii)(F);

(g)

o

A parent holding company or control person in accordance with §240.13d-l(b)(l)(ii)(G);

(h)

o

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

o

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);

(j)

o

A non-U.S. institution in accordance with § 240.13d–l(b)(l)(ii)(J);

(k)

o

Group, in accordance with § 240.13d–l(b)(l)(ii)(K). If filing as a non-U.S. institution in accordance with

§ 240.13d–l(b)(l)(ii)(J), please specify the type of institution:____________________________

CUSIP No. 25960P 10 9

Item 4.

Ownership.

(a)

Number of shares beneficially owned by Reporting Person:   8,675,763

(i)  An aggregate of 2,379,661 shares of common stock (“Shares”) of which (i) 1,556,811 Shares are held by the Dan A. Emmett Revocable Living Trust; (ii) 750,850 Shares are held by the Emmett Foundation, a California tax-exempt charitable organization, of which Reporting Person is president with voting and dispositive power but disclaims beneficial ownership; and (iii) 72,000 Shares are held by certain trusts f/b/o the Reporting Person’s children of which the Reporting Person is a trustee and has voting and dispositive power but disclaims beneficial ownership.

(ii) An aggregate of 6,010,188 partnership common units (“OP Units”) of Douglas Emmett Properties, LP, a Delaware limited partnership (the “Operating Partnership”), of which (1) 810,126 OP Units are owned by trusts for the Reporting Person’s spouse and children, of which Reporting Person is a trustee and has voting and dispositive power but disclaims beneficial ownership, and (2) 457,288 OP Units are owned by Rivermouth Partners, a California limited partnership, of which Reporting Person has voting and dispositive power but disclaims beneficial ownership except to the extent of his pecuniary interest therein. Issuer is the sole stockholder of the general partner of the Operating Partnership. Upon the occurrence of certain events, OP Units and LTIPs (defined below) are redeemable and may be exchanged without consideration by the holder for an equivalent number of Shares or the cash value of such Shares, at Issuer’s option.

(iii) An aggregate of 274,355 employee stock options (“Options”) to purchase common stock of Issuer. The Options are fully vested and exercisable within 60 days.

(iv) An aggregate of 11,559 long term incentive plan units (“LTIPs”) of the Operating Partnership, of which 4,870 LTIPs are or within 60 days will be vested and upon the occurrence of certain events, are exchangeable for OP Units.

(b)

Percent of class:

5.66%

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote

8,396,978

(ii)

Shared power to vote or to direct the vote

278,785

(iii)

Sole power to dispose or to direct the disposition of

8,396,978

(iv)

Shared power to dispose or to direct the disposition of

278,785

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 o.

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.

CUSIP No. 25960P 10 9

Item 10.

Certification

Not applicable.

February 10, 2016

Date

/s/ Dan A. Emmett

Signature

Dan A. Emmett

Name/Title

ATTENTION:

Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001)