| 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) 12/29/2021 | ||||||||||||||||||||||||||
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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 | 12/29/2021 | J(1) | 77,719,631 | A | $0.00 | 77,720,631 | D(2) | |||
| Common Stock | 12/29/2021 | J(2) | 77,720,631 | D | $0.00 | 0 | D | |||
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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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| Explanation of Responses: |
| 1. In connection with the separation of Douglas Elliman Inc. ("Douglas Elliman") from Vector Group Ltd. ("Vector"), on December 29, 2021, Douglas Elliman issued to New Valley LLC ("New Valley"), its sole stockholder, 77,719,631 shares of its Common Stock, par value $0.01 per share ("Common Stock") in consideration for receipt of the assets and liabilities of the Douglas Elliman business. |
| 2. On December 29, 2021, New Valley made a distribution to its sole stockholder, Vector, of all of the outstanding shares of Common Stock of Douglas Elliman. Immediately thereafter, Vector distributed all of the outstanding shares of Common Stock to the holders of record of Vector common stock (including Vector common stock underlying outstanding stock option awards and restricted stock awards) as of December 20, 2021 in a transaction exempt under Rules 16a-9 and 16b-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). As a result of the Distribution, Vector and New Valley no longer beneficially own any shares of Douglas Elliman and consequently neither are subject to the requirements of Section 16 of the Exchange Act with respect to Douglas Elliman. |
| Remarks: |
| /s/ J. Bryant Kirkland III, Senior Vice President, Treasurer and CFO of Vector Group Ltd. | 01/03/2022 | |
| /s/ J. Bryant Kirkland III, Senior Vice President, Treasurer and CFO of New Valley LLC | 01/03/2022 | |
| ** 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. | ||