UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1(b)
o Rule 13d-1(c)
þ Rule 13d-1(d)
* 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 the disclosures provided in a prior cover page.
The information required in 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).
CUSIP No. |
25960P 10 9 |
| 1 | NAMES OF REPORTING PERSONS Chris H. Anderson |
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| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
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| (a) o | |||||
| (b) o | |||||
| 3 | SEC USE ONLY | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
| USA | |||||
| 5 | SOLE VOTING POWER | ||||
| NUMBER OF | 7,284,247 | ||||
| SHARES | 6 | SHARED VOTING POWER | |||
| BENEFICIALLY | |||||
| OWNED BY | -0- | ||||
| EACH | 7 | SOLE DISPOSITIVE POWER | |||
| REPORTING | |||||
| PERSON | 7,284,247 | ||||
| WITH: | 8 | SHARED DISPOSITIVE POWER | |||
| -0- | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
| 7,284,247(1) | |||||
| 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) | ||||
| 5.8%(1) | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
| IN | |||||
2
| 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 |
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| Item 2(a). | Name of Person Filing: | |
| Chris H. Anderson | ||
| Item 2(b). | Address of Principal Business Office or, if none, Residence: | |
| P. O. Box 801 Carpinteria, CA 93014-08011 |
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| 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). |
| Item 4. | Ownership. |
| (a) | Amount beneficially owned: 7,284,247. | ||
| (b) | Percent of class: 5.8%. | ||
| (c) | Number of shares as to which the person has: |
| (i) | Sole power to vote or to direct the vote 7,284,247. | ||
| (ii) | Shared power to vote or to direct the vote -0-. | ||
| (iii) | Sole power to dispose or to direct the disposition of 7,284,247. | ||
| (iv) | Shared power to dispose or to direct the disposition of -0-. |
| These numbers include 4,388,174 operating partnership units (“OP Units”) in Douglas Emmett Properties, L.P. held by the Reporting Person as co-trustee of the C. H. Anderson Family Trust of February 7, 1996. The Reporting Person has the option, or will have the option within 60 days, to tender those OP Units and to receive either cash or Common Stock at the discretion of the Issuer. Because the Reporting Person cannot compel issuance of the Common Stock, he may not be deemed to be the beneficial owner of that Common Stock under Rule 13d-3 and accordingly, disclaims beneficial ownership of that Common Stock for any other purposes. |
| Item 5. | Ownership of Five Percent or Less of a Class |
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person |
| Item 8. | Identification and Classification of Members of the Group |
| Item 9. | Notice of Dissolution of Group |
| Item 10. | Certification |
| June 1, 2009 | ||
| Date | ||
| /s/ Chris H. Anderson | ||
| Signature | ||
| Chris H. Anderson, Individually and as Co-Trustee of the C. H. Anderson Family Trust of February 7, 1996 |
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| Name/Title | ||
| /s/ Anita Anderson | ||
| Signature | ||
| Anita Anderson, as Co-Trustee of the C. H. Anderson Family Trust of February 7, 1996 |
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| Name/Title |