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Section 1: 8-K (8-K)

Document


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (date of earliest event reported)
March 13, 2019
397144297_deiblacklogo.jpg
Douglas Emmett, Inc.
(Exact name of registrant as specified in its charter)
Maryland
1-33106
20-3073047
(State or other jurisdiction of incorporation)
Commission file number
(I.R.S. Employer identification No.)

1299 Ocean Avenue, Suite 1000, Santa Monica, California
90401
(Address of principal executive offices)
(Zip Code)

Registrant’s telephone number, including area code:    (310) 255-7700
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐





Item 8.01 Other Events

On March 13, 2019 we issued a press release amending our initial tax treatment of our 2018 common stock dividends that was provided in a press release dated January 17, 2019, and disclosed in our Form 10-K that we filed on February 15, 2019.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits: The following exhibit is filed with this Current Report on Form 8-K:

Exhibit No.    Description

99.1    Press release issued by Douglas Emmett, Inc. dated March 13, 2019.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 
 
DOUGLAS EMMETT, INC.
 
 
 
 
Dated:
March 15, 2019
By:
/s/ PETER D. SEYMOUR
 
 
 
Peter D. Seymour
 
 
 
Chief Financial Officer




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Section 2: EX-99.1 (EXHIBIT 99.1)

Exhibit


Exhibit 99.1

397144297_deiblacklogo.jpg
 
1299 Ocean Avenue, Suite 1000
Santa Monica, California 90401



FOR IMMEDIATE RELEASE
Stuart McElhinney, Vice President - Investor Relations
310.255.7751 [email protected]


Douglas Emmett Announces Amended 2018 Tax Treatment of Dividends


SANTA MONICA, California-March 13, 2019- Douglas Emmett, Inc. (NYSE: DEI), a real estate investment trust (REIT), announced today an amendment to its initial tax treatment of 2018 common stock dividends that was provided in a press release dated January 17, 2019. Shareholders are encouraged to consult with their personal tax advisors as to their specific tax treatment of Douglas Emmett dividends. The amended tax treatment of its 2018 common stock dividends is as follows:
Record Date
Paid Date
Dividend Per Share


Ordinary
Income


Capital
Gain


Return of
Capital
Amount Qualifying as a Section 199A Dividend
12/29/17
01/15/18
$0.25
$0.0618
$0.00
$0.1882
$0.0618
03/29/18
04/17/18
$0.25
$0.0618
$0.00
$0.1882
$0.0618
06/29/18
07/13/18
$0.25
$0.0618
$0.00
$0.1882
$0.0618
09/28/18
10/16/18
$0.25
$0.0618
$0.00
$0.1882
$0.0618
 
Total:
$1.00
$0.2472
$0.00
$0.7528
$0.2472
As noted above, the common stock dividend paid on January 15, 2018, with a record date of December 29, 2017, has been allocated entirely to 2018. The common stock dividend of $0.26 per share that was paid on January 15, 2019, with a record date of December 31, 2018, will be allocated entirely to 2019.

About Douglas Emmett, Inc.
Douglas Emmett, Inc. (DEI) is a fully integrated, self-administered and self-managed real estate investment trust (REIT), and one of the largest owners and operators of high-quality office and multifamily properties located in the premier coastal submarkets of Los Angeles and Honolulu.  Douglas Emmett focuses on owning and acquiring a substantial share of top-tier office properties and premier multifamily communities in neighborhoods that possess significant supply constraints, high-end executive housing and key lifestyle amenities.  For more information about Douglas Emmett, please visit our website at www.douglasemmett.com.

Safe Harbor Statement
Except for the historical facts, the statements in this press release regarding Douglas Emmett’s business activities are forward-looking statements based on the beliefs of, assumptions made by, and information currently available to us about known and unknown risks, trends, uncertainties and factors that are beyond our control or ability to predict. Although we believe that our assumptions are reasonable, they are not guarantees of future performance and some will inevitably prove to be incorrect. As a result, our actual future results can be expected to differ from our expectations, and those differences may be material. Accordingly, investors should use caution in relying on forward-looking statements to anticipate future results or trends. For a discussion of some of the risks and uncertainties that could cause actual results to differ from those contained in the forward-looking statements, see “Risk Factors” in our Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission.


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