| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Douglas Elliman Inc. [ DOUG ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/31/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 07/31/2024 | A(1)(2) | 58,975(3) | A | $0.00 | 58,975(3) | I | See Footnotes(4)(6)(7) | ||
| Common Stock | 07/31/2024 | A(1)(2) | 58,975(3) | A | $0.00 | 58,975(3) | I | See Footnotes(5)(6)(7) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. On July 31, 2024, Douglas Elliman Inc. (the "Issuer") granted 58,975 shares of restricted Common Stock to David Chene, a member of the Issuer's Board of Directors (the "Board") in respect of his service on the Board. Mr. Chene holds the shares of restricted Common Stock for the benefit of KLIM Delta HQC3 LP ("KLIM Delta") and KLCP Fund III (EU) Master AIV LP ("KLCP Fund III", and together with KLIM Delta, the "Funds"). Because Mr. Chene serves on the Board as a representative of the Funds and their affiliates, Mr. Chene does not have a right to any economic interest in securities of the Issuer granted to him by the Issuer in respect of his Board position and the Funds are entitled to an indirect proportionate pecuniary interest in any securities granted to Mr. Chene by the Issuer in respect of Mr. Chene's Board position. |
| 2. (Continued from Footnote 1) Mr. Chene disclaims any direct beneficial ownership of the Issuer's securities to which this report relates and at no time has Mr. Chene had any economic interest in such securities except any indirect economic interest through interests in the Funds and their affiliates. The restricted stock award was granted under the Issuer's 2021 Management Incentive Plan, and vests in two equal annual installments on each of July 31, 2025 and July 31, 2026, subject to Mr. Chene's continued service through each such vesting date or earlier vesting upon Mr. Chene's death or disability or a change-of-control. |
| 3. The 58,975 shares of restricted Common Stock are reported for each of the Funds as each has an indirect pecuniary interest. |
| 4. As described in footnotes (1), (2) and (3), the reported securities represent shares of restricted Common Stock in which KLIM Delta may be deemed to have an indirect proportionate pecuniary interest. |
| 5. As described in footnotes (1), (2) and (3), the reported securities represent shares of restricted Common Stock in which KLCP Fund III may be deemed to have an indirect proportionate pecuniary interest. |
| 6. Kennedy Lewis GP III LLC ("Kennedy Lewis GP III") is the general partner of each of the Funds. Kennedy Lewis Investment Holdings II LLC ("Holdings II") is the managing member of Kennedy Lewis GP III. Holdings II is controlled by its board of managers. David Chene and Darren Richman, each a Manager of Holdings II, are the effective control persons of Holdings II. Each of Kennedy Lewis GP III, Holdings II, David Chene and Darren Richman may be deemed to exercise voting and investment power over and thus may be deemed to beneficially own the securities held by the Funds due to their relationship with the Funds. |
| 7. For purposes of Section 16 of the Securities Exchange Act of 1934, each of Kennedy Lewis GP III, Holdings II, David Chene and Darren Richman disclaims beneficial ownership of the securities of the Issuer held directly by the Funds except to the extent of its or his pecuniary interest therein, and this report shall not be deemed an admission that any of Kennedy Lewis GP III, Holdings II, David Chene or Darren Richman is the beneficial owner of such securities for purposes of Section 16 or any other purpose. |
| Remarks: |
| David Chene, a Manager of Kennedy Lewis Investment Holdings II LLC, serves on the Board of Directors of Douglas Elliman Inc. (the "Issuer"). By virtue of their representation on the Board of Directors of the Issuer, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each of the reporting persons other than Mr. Chene are deemed directors by deputization of the Issuer. |
| KENNEDY LEWIS GP III LLC, By: Kennedy Lewis Investment Holdings II LLC, its managing member, Name: /s/ Anthony Pasqua, Title: Authorized Person | 08/02/2024 | |
| KENNEDY LEWIS INVESTMENT HOLDINGS II LLC, Name: /s/ Anthony Pasqua, Title: Authorized Person | 08/02/2024 | |
| KLIM DELTA HQC3 LP, By: Kennedy Lewis GP III LLC, its general partner, By: Kennedy Lewis Investment Holdings II LLC, its managing member, Name: /s/ Anthony Pasqua, Title: Authorized Person | 08/02/2024 | |
| KLCP FUND III (EU) MASTER AIV LP, By: Kennedy Lewis GP III LLC, its general partner, By: Kennedy Lewis Investment Holdings II LLC, its managing member, Name: /s/ Anthony Pasqua, Title: Authorized Person | 08/02/2024 | |
| DAVID CHENE, Name: /s/ David Chene | 08/02/2024 | |
| DARREN RICHMAN, Name: /s/ Darren Richman | 08/02/2024 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
