Douglas Elliman Inc.

11/20/2024 | Press release | Distributed by Public on 11/20/2024 16:01

Statement of Changes in Beneficial Ownership - Form 4

Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287 Estimated average burden hours per response... 0.5
(Print or Type Responses)
1. Name and Address of Reporting Person *
LORBER HOWARD M
2. Issuer Name and Ticker or Trading Symbol
Douglas Elliman Inc. [DOUG]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
See Remarks
(Last) (First) (Middle)
C/O DOUGLAS ELLIMAN INC., 4400 BISCAYNE BLVD; 10TH FLOOR
3. Date of Earliest Transaction (Month/Day/Year)
11/18/2024
(Street)
MIAMI, FL 33137
4. If Amendment, Date Original Filed (Month/Day/Year)
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 Acquired, Disposed of, or Beneficially Owned
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 11/18/2024 S(1) 1,081,414 D $1.68 1,358,499(2) D
Common Stock 1,380,241 I By: Lorber Alpha II Limited Partnership(3)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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 Underlying Securities
(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 of Derivative Security: 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

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
LORBER HOWARD M
C/O DOUGLAS ELLIMAN INC.
4400 BISCAYNE BLVD; 10TH FLOOR
MIAMI, FL 33137
X See Remarks

Signatures

/s/ Howard M. Lorber 11/20/2024
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) The reporting person's sale of Douglas Elliman common stock reported herein was matchable under Section 16(b) of the Securities Exchange Act of 1934, to the extent of 100,000 shares, with the reporting person's purchases of: (1) 15,238 shares of Douglas Elliman common stock at a weighted average price of $1.09 per share on July 8, 2024; (2) 82,067 shares of Douglas Elliman common stock at a weighted average price of $1.15 per share on July 9, 2024; and (3) 2,605 shares of Douglas Elliman common stock at a weighted average price of $1.23 per share on July 10, 2024. The reporting person has paid to Douglas Elliman $51,426.58, representing the full amount of the profit realized in connection with the short-swing transaction, less transaction costs.
(2) Total amount reported reflects the cancellation of 2,965,625 unvested shares of Douglas Elliman common stock subject to vesting on October 21, 2024 in connection with the reporting person's cessation of employment with Douglas Elliman.
(3) Lorber Alpha II LLC, a Delaware limited liability company, is the general partner of Lorber Alpha II Limited Partnership, a Nevada limited partnership. The reporting person serves as the Managing Member of Lorber Alpha II LLC and has voting and dispositive power with respect to such shares.

Remarks:
Former Chairman, President & CEO
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.