Sec Form 4 Filing - LORBER HOWARD M @ Douglas Elliman Inc. - 2021-12-29

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, 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
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)
Chairman, President & CEO
(Last) (First) (Middle)
C/O DOUGLAS ELLIMAN INC., 4400 BISCAYNE BLVD; 10TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
12/29/2021
(Street)
MIAMI, FL33137
4. If Amendment, Date Original Filed (MM/DD/YY)
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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 12/29/2021 J 1,471,925( 1 )( 2 ) A $ 0 1,471,925 D
Common Stock 12/31/2021 A 1,250,000( 3 ) A $ 0 2,721,925 D
Common Stock 12/29/2021 J 1,314,517( 4 ) A $ 0 1,314,517 I By: Lorber Alpha II Limited Partnership( 4 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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, FL33137
X Chairman, President & CEO
Signatures
/s/ J. Bryant Kirkland III, Attorney-in-Fact for Howard M Lorber 01/03/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents 1,471,925 shares of Issuer Common Stock acquired by the Reporting Person in a pro rata distribution by Vector Group Ltd. ("Vector") to holders of its common stock (including Vector common stock underlying outstanding stock option awards and restricted stock awards), which occurred on December 29, 2021 in a transaction exempt under Rules 16a-9 and 16b-3 of the Securities Exchange Act of 1934, as amended (the "Distribution"), comprised of (x) 642,386 shares of Common Stock acquired in respect of shares of Vector common stock held outright and (y) 829,539 shares of Common Stock acquired in respect of Vector common stock underlying outstanding stock option awards and restricted stock awards.
( 2 )(Continued from Footnote 1) The Reporting Person's tax obligations arising from the portion of the Distribution made in respect of Vector common stock underlying stock option awards and restricted stock awards were satisfied by reducing the number of shares of Issuer Common Stock that would otherwise have been distributed to the Reporting Person by 758,733 shares, which shares were not issued in connection with the Distribution.
( 3 )Following the Distribution on December 31, 2021, the Issuer granted the Reporting Person a restricted stock award of 1,250,000 shares of Issuer Common Stock pursuant to Issuer's 2021 Management Incentive Plan. The award will vest in four equal annual installments commencing on December 15, 2022, subject to the Reporting Person's continued employment through each such vesting date or earlier vesting upon the Reporting Person's death or disability, termination of employment without cause or resignation for good reason and change-of-control.
( 4 )Represents shares acquired by Lorber Alpha II Limited Partnership in the Distribution. 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 the Lorber Alpha II LLC and has voting and dispositive power with respect to such shares.

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).
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