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 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Douglas Elliman Inc.
(Name of Issuer)
Common stock, par value $0.01 per share
(Title of Class of Securities)
25961D105
(CUSIP Number)
December 31, 2021
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ¨ | Rule 13d-1(b) |
| ¨ | Rule 13d-1(c) |
| x | Rule 13d-1(d) |
| * | 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
| 1. |
Names of Reporting Persons
Phillip Frost, M.D. | ||
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨ (b) x | ||
| 3. | SEC Use Only
| ||
| 4. |
Citizenship or Place of Organization
United States | ||
|
Number of Shares Beneficially Owned By Each Reporting Person With: |
5. |
Sole Voting Power
0 | |
| 6. |
Shared Voting Power
7,126,744 (1) | ||
| 7. |
Sole Dispositive Power
0 | ||
| 8. |
Shared Dispositive Power
7,126,744 (1) | ||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
7,126,744 (1) | ||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares ¨
| ||
| 11. |
Percent of Class Represented by Amount in Row (9)
9.2%(1)(2) | ||
| 12. |
Type of Reporting Person (See Instructions)
IN | ||
1 Includes 7,118,195 Common Shares of the Issuer held by FGIT (as defined herein) and 8,549 Common Shares held by Patricia Frost (as defined herein) as of the date hereof, as to which shares Dr. Frost disclaims beneficial ownership.
2 The calculation of all percentages set forth herein is based on 77,720,631 shares of Common Stock outstanding as of December 29, 2021, distributed pursuant to the Issuer’s prospectus, dated December 16, 2021 and filed pursuant to Rule 424(b)(3) under the Securities Act of 1933, as amended (the “Securities Act”), on December 17, 2021.
| 1. |
Names of Reporting Persons
Frost Gamma Investments Trust | ||
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨ (b) x | ||
| 3. | SEC Use Only
| ||
| 4. |
Citizenship or Place of Organization
Florida | ||
|
Number of Shares Beneficially Owned By Each Reporting Person With: |
5. |
Sole Voting Power
0 | |
| 6. |
Shared Voting Power
7,118,195 | ||
| 7. |
Sole Dispositive Power
0 | ||
| 8. |
Shared Dispositive Power
7,118,195 | ||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
7,118,195 | ||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares ¨
| ||
| 11. |
Percent of Class Represented by Amount in Row (9)
9.2%(1) | ||
| 12. |
Type of Reporting Person (See Instructions)
OO | ||
1 The calculation of all percentages set forth herein is based on 77,720,631 shares of Common Stock outstanding as of December 29, 2021, distributed pursuant to the Issuer’s prospectus, dated December 16, 2021 and filed pursuant to Rule 424(b)(3) under the Securities Act on December 17, 2021.
| 1. |
Names of Reporting Persons
Patricia Frost | ||
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨ (b) x | ||
| 3. | SEC Use Only
| ||
| 4. |
Citizenship or Place of Organization
United States | ||
|
Number of Shares Beneficially Owned By Each Reporting Person With: |
5. |
Sole Voting Power
0 | |
| 6. |
Shared Voting Power
8,549 | ||
| 7. |
Sole Dispositive Power
0 | ||
| 8. |
Shared Dispositive Power
8,549 | ||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
8,549 (1) | ||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares ¨
| ||
| 11. |
Percent of Class Represented by Amount in Row (9)
Less than 0.1%(1)(2) | ||
| 12. |
Type of Reporting Person (See Instructions)
IN | ||
1 These shares are owned by Patricia Frost, the spouse of Dr. Frost. Dr. Frost disclaims beneficial ownership of these shares.
2 The calculation of all percentages set forth herein is based on 77,720,631 shares of Common Stock outstanding as of December 29, 2021, distributed pursuant to the Issuer’s prospectus, dated December 16, 2021 and filed pursuant to Rule 424(b)(3) under the Securities Act on December 17, 2021.
| Item 1(a). | Name of Issuer |
| Douglas Elliman Inc. (the “Issuer”) |
| Item 1(b). | Address of the Issuer’s Principal Executive Offices |
| 4400 Biscayne Boulevard, Floor 10 | |
| Miami, Florida 33137 |
| Item 2(a). | Names of Persons Filing |
| Phillip Frost, M.D. | |
| Frost Gamma Investments Trust | |
| Patricia Frost | |
| (collectively, the “Reporting Persons”) |
| Item 2(b). | Address of the Principal Business Office, or if none, Residence: |
| Dr. Phillip Frost - 4400 Biscayne Blvd. Miami, FL 33137 | |
| Frost Gamma Investments Trust - 4400 Biscayne Blvd. Miami, FL 33137 | |
| Patricia Frost - 4400 Biscayne Blvd. Miami, FL 33137 |
| Item 2(c). | Citizenship |
| Phillip Frost, M.D. - United States | |
| Frost Gamma Investments Trust is organized under the laws of State of Florida | |
| Patricia Frost – United States |
| Item 2(d). | Title of Class of Securities |
| Common Stock, par value $0.01 per share |
| Item 2(e). | CUSIP Number |
| 25961D105 |
| Item 3. | If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: |
| ¨ | (a) Broker or Dealer registered under Section 15 of the Exchange Act. | |
| ¨ | (b) Bank as defined in Section 3(a)(b) or the Exchange Act. | |
| ¨ | (c) Insurance company as defined in Section 3(a)(19) of the Exchange Act. | |
| ¨ | (d) Investment company registered under Section 8 of the Investment Company Act. | |
| ¨ | (e) An Investment adviser in accordance with Rule 13d-1 (b)(1)(ii)(e). | |
| ¨ | (f) An employee benefit plan or endowment fund in accordance with Rule 13d 1(b)(1)(ii)(f). | |
| ¨ | (g) A Parent Holding Company or control person in accordance with Rule 13d 1(b)(1)(ii)(g). |
| ¨ | (h) A Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act. | |
| ¨ | (i) A Church Plan that is excluded from the definition of an investment company under Section 3 (c)(14) of the Investment Company Act. | |
| ¨ | (j) Group, in accordance with Rule 13d-1 (b)(1)(ii)(j). | |
| x | Not applicable | |
| Item 4. | Ownership | |
| The responses to Items 5-11 of the cover pages of this Schedule 13G are incorporated herein by reference. | ||
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
| (a) | Amount Beneficially Owned: |
Phillip Frost, M.D. – 7,126,744 (1)
Frost Gamma Investments Trust – 7,118,195
Patricia Frost – 8,549
| (b) | Percent of Class: |
Phillip Frost, M.D. – 9.2%(1)
Frost Gamma Investments Trust – 9.2%
Patricia Frost – Less than 0.1%
The calculation of all percentages set forth herein is based on 77,720,631 shares of Common Stock outstanding as of December 29, 2021, distributed pursuant to the Issuer’s prospectus, dated December 16, 2021 and filed pursuant to Rule 424(b)(3) under the Securities Act on December 17, 2021.
| (c) | Number of shares as to which such person has: |
| (i) | sole power to vote or to direct the vote: | |
| Phillip Frost, M.D. – 0 | ||
| Frost Gamma Investments Trust - 0 | ||
| Patricia Frost – 0 |
| (ii) | shared power to vote or to direct the vote: | |
| Phillip Frost, M.D. – 7,126,744(1) | ||
| Frost Gamma Investments Trust – 7,118,195 | ||
| Patricia Frost – 8,549 |
| (iii) | sole power to dispose or to direct the disposition of: | |
| Phillip Frost, M.D. – 0 | ||
| Frost Gamma Investments Trust - 0 | ||
| Patricia Frost – 0 |
| (iv) | shared power to dispose or to direct the disposition of: | |
| Phillip Frost, M.D. – 7,126,744(1) | ||
| Frost Gamma Investments Trust – 7,118,195 | ||
| Patricia Fros t – 8,549 |
(1) |
Includes (i) 7,118,195 shares of common stock held as of the date hereof by Frost Gamma Investments Trust (“FGIT”), of which Dr. Frost is the trustee of FGIT. Frost Gamma L.P. is the sole and exclusive beneficiary of FGIT. Dr. Frost is one of two limited partners of Frost Gamma L.P. The general partner of Frost Gamma L.P. is Frost Gamma, Inc. and the sole shareholder of Frost Gamma, Inc. is Frost-Nevada Corporation. Dr. Frost is also the sole shareholder of Frost-Nevada Corporation and (ii) 8,549 shares of common stock held as of the date hereof by Patricia Frost, Dr. Frost’s spouse, as to which shares Dr. Frost disclaims beneficial ownership. |
| Item 5. |
Ownership of Five Percent or Less of a Class Not Applicable |
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person |
Not Applicable
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person |
Not Applicable
| Item 8. | Identification and Classification of Members of the Group |
Not Applicable
| Item 9. | Notice of Dissolution of Group |
Not Applicable
| Item 10. | Certification |
Not Applicable
SIGNATURES
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: February 11, 2022 | By: | /s/ Phillip Frost, M.D. |
| Name: | Phillip Frost, M.D. | |
| Title: | Phillip Frost, M.D., Individually | |
| FROST GAMMA INVESTMENTS TRUST | ||
| Dated: February 11, 2022 | By: | /s/ Phillip Frost, M.D. |
| Name: | Phillip Frost, M.D. | |
| Title: | Trustee | |
| Dated: February 11, 2022 | By: | /s/ Patricia Frost |
| Name: | Patricia Frost | |
| Title: | Patricia Frost, Individually | |
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations
(See 18 U.S.C. 1001)
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