| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 07/02/2024 |
3. Issuer Name and Ticker or Trading Symbol
Douglas Elliman Inc. [ DOUG ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) 07/11/2024 |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Senior Secured Convertible Promissory Note | (6) | (6) | Common Stock | 30,526,740(6)(8)(9)(10)(11) | (8)(9)(10)(11) | I | See Footnotes(1)(2)(4)(5) |
| Senior Secured Convertible Promissory Note | (7) | (7) | Common Stock | 2,806,594(7)(8)(9)(10)(11) | (8)(9)(10)(11) | I | See Footnotes(1)(3)(4)(5) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| 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 are deemed directors by deputization of the Issuer. |
| 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 | |
| KENNEDY LEWIS INVESTMENT HOLDINGS II LLC, Name: /s/ Anthony Pasqua, Title: Authorized Person | 08/13/2024 | |
| 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 | |
| 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 | |
| DAVID CHENE, Name: /s/ David Chene | 08/13/2024 | |
| DARREN RICHMAN, Name: /s/ Darren Richman | 08/13/2024 | |
| ** 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 5 (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. | ||