FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF 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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1. Name and Address of Reporting Person *   SEYMOUR PETER 2. Date of Event Requiring Statement (Month/Day/Year) 02/28/2019 3. Issuer Name and Ticker or Trading Symbol Douglas Emmett Inc [DEI] (Last) (First) (Middle) 1299 OCEAN AVENUE, SUITE 1000 4. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) CFO 5. If Amendment, Date Original Filed(Month/Day/Year) (Street) SANTA MONICA, CA 90401 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 Beneficially Owned

1.Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Long Term Incentive Plan Units (1)	12/31/2017(2)	12/28/2027	Common Stock	13,014	$ 0	D	Â
Long Term Incentive Plan Units (1)	12/31/2018(3)	12/28/2027	Common Stock	48,674	$ 0	D	Â
Long Term Incentive Plan Units (1)	12/31/2018(4)	12/06/2028	Common Stock	10,105	$ 0	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
SEYMOUR PETER 1299 OCEAN AVENUE SUITE 1000 SANTA MONICA, CA 90401	Â	Â	  CFO	Â

Signatures

/s/ Peter Seymour		03/06/2019
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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") in Douglas Emmett Properties, LP, a DE limited partnership (the "Operating Partnership") granted pursuant to the 2016 Omnibus Stock Incentive Plan of Douglas Emmett, Inc. ("Issuer"). Issuer is the sole stockholder of the general partner of the Operating Partnership. Upon vesting, each LTIP Unit can be converted into one partnership common unit ("OP Unit") of the Operating Partnership, which is ultimately exchangeable for common stock of Issuer, only, if applicable, after a specified percentage increase in Gross Asset Values of the Operating Partnership. LTIP Units not converted into OP Units within 10 years of the grant date will be forfeited. Upon the occurrence of certain events, OP Units are redeemable by the holder, 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.
(2)	LTIP Units granted on December 28, 2017, vest in 25% installments on December 31, 2017, 2018, 2019 and 2020.
(3)	LTIP Units granted on December 28, 2017, vest in 25% installments on December 31, 2018, 2019, 2020 and 2021.
(4)	LTIP Units granted on December 6, 2018, vest in 25% installments on December 31, 2018, 2019, 2020 and 2021.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

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