Sec Form 4 Filing - LORBER HOWARD M @ Douglas Elliman Inc. - 2022-07-01

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)
07/01/2022
(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 07/01/2022 A 54,416( 1 )( 2 ) A $ 0( 1 )( 2 ) 2,776,341 D
Common Stock 1,314,517 I By: Lorber Alpha II Limited Partnership( 3 )
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 07/06/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents 54,416 shares of Issuer Common Stock acquired by the Reporting Person as a result of the performance-based vesting on July 1, 2022 of shares of common stock of Vector Group Ltd. ("Vector") held by the Reporting Person (the "Award"). Vector originally distributed shares of Issuer Common Stock, including shares of certain equity awards granted to Vector's officers and other employees, to holders of its common stock on December 29, 2021 in a transaction exempt under Rules 16a-9 and 16b-3 under the Securities Exchange Act of 1934, as amended (the "Distribution"). Shares of Issuer Common Stock issuable to the Reporting Person upon vesting of the Award were not distributed on December 29, 2021 but became issuable to the Reporting Person on July 1, 2022 upon the vesting of the Award.
( 2 )(Continued from Footnote 1) The Reporting Person's tax obligations arising from the issuance of Issuer Common Stock upon the vesting of the Award were satisfied by reducing the number of shares of Issuer Common Stock that would otherwise have been distributed to the Reporting Person by 49,770 shares.
( 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 the Lorber Alpha II LLC and has voting and dispositive power with respect to such shares.

Remarks:
Exhibit 24 - Power of Attorney (previously filed as Exhibit 24 to Form 3 dated December 16, 2021.)

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).

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