Sec Form 3/A Filing - Kennedy Lewis GP III LLC @ Douglas Elliman Inc. - 2024-07-02

FORM 3/A 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 Kennedy Lewis GP III LLC 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 _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 225 LIBERTY STREET, SUITE 4210 3. Date of Earliest Transaction (MM/DD/YY) 07/02/2024 (Street) NEW YORK, NY10281 4. If Amendment, Date Original Filed (MM/DD/YY) 07/11/2024 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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

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 Senior Secured Convertible Promissory Note ( 8 ) ( 9 ) ( 10 ) ( 11 ) ( 6 ) ( 6 ) Common Stock 30,526,740 ( 6 ) ( 8 ) ( 9 ) ( 10 ) ( 11 ) I See Footnotes ( 1 ) ( 2 ) ( 4 ) ( 5 ) Senior Secured Convertible Promissory Note ( 8 ) ( 9 ) ( 10 ) ( 11 ) ( 7 ) ( 7 ) Common Stock 2,806,594 ( 7 ) ( 8 ) ( 9 ) ( 10 ) ( 11 ) I See Footnotes ( 1 ) ( 3 ) ( 4 ) ( 5 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Kennedy Lewis GP III LLC 225 LIBERTY STREET, SUITE 4210 NEW YORK, NY10281 X Kennedy Lewis Investment Holdings II LLC 225 LIBERTY STREET, SUITE 4210 NEW YORK, NY10281 X KLIM Delta HQC3 LP 225 LIBERTY STREET, SUITE 4210 NEW YORK, NY10281 X KLCP Fund III (EU) Master AIV LP 225 LIBERTY STREET, SUITE 4210 NEW YORK, NY10281 X CHENE DAVID 225 LIBERTY STREET, SUITE 4210 NEW YORK, NY10281 X Richman Darren 225 LIBERTY STREET, SUITE 4210 NEW YORK, NY10281 X Signatures KENNEDY LEWIS GP III LLC, By: Kennedy Lewis Investment Holdings II LLC, its managing member, Name: /s/ Anthony Pasqua, Title: Authorized Person 08/13/2024 Signature of Reporting Person Date KENNEDY LEWIS INVESTMENT HOLDINGS II LLC, Name: /s/ Anthony Pasqua, Title: Authorized Person 08/13/2024 Signature of Reporting Person Date KLIM DELTA HQC3 LP, By: Kennedy Lewis GP III LLC, its general partner, By: Kennedy Lewis Investment Holdings II LLC, its managing member, Name: /s/ Anthony Pasqua, Title: Authorized Person 08/13/2024 Signature of Reporting Person Date KLCP FUND III (EU) MASTER AIV LP, By: Kennedy Lewis GP III LLC, its general partner, By: Kennedy Lewis Investment Holdings II LLC, its managing member, Name: /s/ Anthony Pasqua, Title: Authorized Person 08/13/2024 Signature of Reporting Person Date DAVID CHENE, Name: /s/ David Chene 08/13/2024 Signature of Reporting Person Date DARREN RICHMAN, Name: /s/ Darren Richman 08/13/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This Form 3 amendment is being filed solely to correct the names of the entities holding each of the previously reported Senior Secured Convertible Promissory Notes of Douglas Elliman Inc. (the "Issuer"). ( 2 )These securities of the issuer are held directly by KLCP Fund III (EU) Master AIV LP ("KLCP Fund III"). ( 3 )These securities of the Issuer are held directly by KLIM Delta HQC3 LP ("KLIM Delta", and together with KLCP Fund III, the "Funds"). ( 4 )Kennedy Lewis GP III LLC ("Kennedy Lewis GP III") is the general partner of each of the Funds. Kennedy Lewis Investment Holdings II LLC ("Holdings II") is the managing member of Kennedy Lewis GP III. Holdings II is controlled by its board of managers. David Chene and Darren Richman, each a Manager of Holdings II, are the effective control persons of Holdings II. Each of Kennedy Lewis GP III, Holdings II, David Chene and Darren Richman may be deemed to exercise voting and investment power over and thus may be deemed to beneficially own the securities held by the Funds due to their relationship with the Funds. ( 5 )For purposes of Section 16 of the Securities Exchange Act of 1934, each of Kennedy Lewis GP III, Holdings II, David Chene and Darren Richman disclaims beneficial ownership of the securities of the Issuer held directly by the Funds except to the extent of its or his pecuniary interest therein, and this report shall not be deemed an admission that any of Kennedy Lewis GP III, Holdings II, David Chene or Darren Richman is the beneficial owner of such securities for purposes of Section 16 or any other purpose. ( 6 )This Convertible Promissory Note due July 2, 2029, between KLCP Fund III and the Issuer (the "KLCP Fund III Convertible Note"), has a principal amount of $45,790,109.01 and bears interest at a rate of 7.0% per annum payable in cash, or, if no Event of Default (as defined in the KLCP Fund III Convertible Note) has occurred or is continuing, at the Issuer's election, 8.0% per annum paid in kind, due semi-annually. The maturity date of the KLCP Fund III Convertible Note is July 2, 2029. ( 7 )This Convertible Promissory Note due July 2, 2029, between KLIM Delta and the Issuer (the "KLIM Delta Convertible Note", and together with the KLCP Fund III Convertible Note, the "Convertible Notes"), has a principal amount of $4,209,890.99 and bears interest at a rate of 7.0% per annum payable in cash, or, if no Event of Default (as defined in the KLIM Delta Convertible Note) has occurred or is continuing, at the Issuer's election, 8.0% per annum paid in kind, due semi-annually. The maturity date of the KLIM Delta Fund III Convertible Note is July 2, 2029. ( 8 )The Funds have the right to elect at any time to convert their respective Convertible Notes into shares of common stock, par value $0.01 per share ("Common Stock"), of the Issuer at an initial conversion price equal to $1.50 per share of Common Stock, subject to adjustment as set forth in the Convertible Notes, so long as the aggregate number of shares of Common Stock beneficially owned by such Fund, together with its affiliates and any member of a Section 13(d) group with such Fund or any of its affiliates, would not exceed 4.99% of the number of shares of Common Stock outstanding immediately after giving effect to the conversion (the "Beneficial Ownership Limitation"). ( 9 )(Continued from footnote 8) The Funds have the right to increase or decrease the Beneficial Ownership Limitation upon no less than 61 days' prior written notice to the Issuer, provided that the Beneficial Ownership Limitation may in no event exceed 24.99% of the number of shares of Common Stock outstanding immediately after giving effect to the conversion. The conversion price is subject to certain customary anti-dilution adjustments. ( 10 )On or after July 2, 2027, the Issuer will have the right to redeem up to one-third of the initial outstanding principal and capitalized interest of the Convertible Notes (the "Redemption Amount") in cash if the last reported sale price of the Common Stock equals or exceeds 200% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) in a 30-day trading period. On or after January 2, 2028, the Issuer will have the right to redeem the Redemption Amount in cash if the last reported sale price of the Common Stock equals or exceeds 225% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) in a 30-day trading period. ( 11 )(Continued from footnote 10) On or after July 2, 2028, the Issuer will have the right to redeem the Redemption Amount in cash if the last reported sale price of the Common Stock equals or exceeds 250% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) in a 30-day trading period. The Issuer may not redeem more than the Redemption Amount in any rolling six-month period after July 2, 2027. In each case, such optional redemption would entitle the holder of the Convertible Notes to convert into shares of Common Stock calculated pursuant to a customary make-whole table prior to the applicable redemption date.

Remarks: David Chene, a Manager of Kennedy Lewis Investment Holdings II LLC, serves on the Board of Directors of Douglas Elliman Inc. (the "Issuer"). By virtue of their representation on the Board of Directors of the Issuer, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each of the reporting persons other than Mr. Chene ar e deemed directors by deputization of the Issuer.

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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