Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Douglas Elliman Inc.
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
25961D105
(CUSIP Number)
Howard M. Lorber
c/o J Bryant Kirkland III
4400 Biscayne Boulevard, 10th Floor
Miami, FL 33137
(305) 579-8000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
October 21, 2024
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 25961D105 | Page 2 |
| 1 | NAME OF REPORTING PERSON
Howard M. Lorber | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (See Instructions)
OO | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
3,820,154 | ||||
| 8 | SHARED VOTING POWER
— | |||||
| 9 | SOLE DISPOSITIVE POWER
3,820,154 | |||||
| 10 | SHARED DISPOSITIVE POWER
— | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,820,154 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.2% (1) | |||||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
IN | |||||
| (1) | The percentage is calculated using the total number of shares of Common Stock (as defined below) beneficially owned by the Reporting Person and based on 91,832,616 shares of Common Stock outstanding as of August 2, 2024, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed on August 9, 2024. |
| CUSIP No. 25961D105 | Page 3 |
PRELIMINARY STATEMENT:
This Amendment No. 3 (this “Amendment No. 3”) amends and supplements the Schedule 13D filed by Howard M. Lorber with the Securities and Exchange Commission (the “SEC”) on January 10, 2022 (as amended, including by this Amendment No. 3, the “Schedule 13D”), as amended by Amendment No. 1 (“Amendment No. 1”) thereto, filed with the SEC on March 16, 2023 and Amendment No. 2 (“Amendment No. 2”) thereto, filed with the SEC on March 4, 2024, relating to the common stock, $0.01 par value per share (the “Common Stock”), of Douglas Elliman Inc., a Delaware corporation (“Douglas Elliman” or the “Issuer”).
Except as provided herein, this Amendment No. 2 does not modify any of the information previously reported in Schedule 13D. Each capitalized term used and not defined herein shall have the meaning ascribed to it in Schedule 13D. Items 2, 3, 4, 5, 6 and 7 of the Schedule 13D are hereby amended and supplemented as follows:
Item 2. Identity and Background.
This Schedule 13D is filed by Howard M. Lorber, a United States citizen. Mr. Lorber’s business address is 4400 Biscayne Boulevard, Miami, Florida 33137. Mr. Lorber’s principal occupation is as a private investor. He is the former President and Chief Executive Officer of Vector Group Ltd.
On October 21, 2024, Mr. Lorber resigned as Chairman, President and Chief Executive Officer of Douglas Elliman and as Executive Chairman of Douglas Elliman Realty, LLC, a subsidiary of Douglas Elliman.
Item 3. Source and Amount of Funds or Other Consideration.
The information set forth in Item 4 is hereby incorporated by reference in this Item 3.
Item 4. Purpose of Transaction.
On October 21, 2024, Mr. Lorber resigned as Chairman, President and Chief Executive Officer of Douglas Elliman. In connection with his cessation of employment with the Issuer, 2,965,625 unvested shares of Common Stock subject to vesting (the “Restricted Stock”) pursuant to the Issuer’s 2021 Management Incentive Plan were cancelled.
From time to time, Mr. Lorber may acquire additional shares of the Issuer’s Common Stock or determine to dispose of shares of Common Stock beneficially owned by him. Mr. Lorber intends to review his investment in the Issuer on a continuing basis and, upon further developments, including the ongoing evaluation of the Issuer’s business, financial condition, operating results and prospects, other investment and business opportunities available to him, general stock market and economic conditions, and tax considerations, may change his investment in the Issuer.
Other than as described in this Amendment No. 2, the Reporting Person has no current plans or proposals that relate to or would result in any actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
| (a) | The responses in Rows (7) through (13) of the cover page of this Schedule 13D and the information set forth in Item 4 are hereby incorporated by reference in this Item 5(a). All information related to shares reported reflects the 5% stock dividend paid to the stockholders of the Issuer on June 30, 2023. |
| (b) | Mr. Lorber exercises sole voting and dispositive power over (i) 2,439,904shares held by him, (ii) 1,380,241 shares held by Lorber Alpha II Limited Partnership, and (iii) nine (9) shares held in an Individual Retirement Account. |
Mr. Lorber disclaims beneficial ownership of 6,563 shares of Common Stock held by Lorber Charitable Fund, which are not included. Lorber Charitable Fund is a New York not-for-profit corporation, of which family members of Mr. Lorber serve as directors and executive officers.
| (c) | Except as described in Item 4, no transactions in the Issuer’s Common Stock were effectuated during the past 60 days. |
| (d) | Not applicable. |
| (e) | In connection with his resignation and the resulting forfeiture of Restricted Stock, on October 21, 2024, Mr. Lorber ceased to be the beneficial owner of more than five percent of the Common Stock. |
| CUSIP No. 25961D105 | Page 4 |
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
The response set forth in Item 4 to this Amendment No. 3 is hereby incorporated by reference in this Item 6.
Item 7. Material to be Filed as an Exhibit.
| 24.1 | Limited Power of Attorney for Section 13 and Section 16 Reporting (incorporated by reference to Exhibit 24 to Form 3, dated as of November 16, 2021). |
| CUSIP No. 25961D105 | Page 5 |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: October 23, 2024
| By: | /s/ J. Bryant Kirkland III | |
| J. Bryant Kirkland III, Attorney-In-Fact |