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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 2)
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Douglas Elliman Inc. (Name of Issuer) |
Common Stock, par value $0.01 per share (Title of Class of Securities) |
25961D105 (CUSIP Number) |
01/01/2025 (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)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| 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)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
7,650,618.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
8.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Note to row 6, 8, 9 and 11: Includes 7,641,642 shares of Common Stock of the Issuer held by FGIT (as defined herein) and 8,976 shares of Common Stock held by Patricia Frost (as defined herein) as of the date hereof, as to which shares Dr. Frost disclaims beneficial ownership.
Note to row 11: The calculation of all percentages set forth herein is based on 89,166,991 shares of Common Stock outstanding as reported on the Issuer's Quarterly Report on Form 10-Q for the quarter ending September 30, 2024 filed with the Securities and Exchange Commission (the "SEC") on November 12, 2024.
SCHEDULE 13G
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| CUSIP No. | 25961D105 |
| 1 | Names of Reporting Persons
Frost Gamma Investments Trust | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
FLORIDA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
7,641,642.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
8.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Note to row 11: The calculation of all percentages set forth herein is based on 89,166,991 shares of Common Stock outstanding as reported on the Issuer's Quarterly Report on Form 10-Q for the quarter ending September 30, 2024 filed with the SEC on November 12, 2024.
SCHEDULE 13G
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| CUSIP No. | 25961D105 |
| 1 | Names of Reporting Persons
Patricia Frost | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
8,976.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
0.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Note to row 9 and 11: These shares are owned by Patricia Frost, the spouse of Dr. Frost. Dr. Frost disclaims beneficial ownership of these shares.
Note to row 11: Patricia Frost holds less than 0.1%. The calculation of all percentages set forth herein is based on 89,166,991 shares of Common Stock outstanding as reported on the Issuer's Quarterly Report on Form 10-Q for the quarter ending September 30, 2024 filed with the SEC on November 12, 2024.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Douglas Elliman Inc. | |
| (b) | Address of issuer's principal executive offices:
4400 BISCAYNE BLVD, FLOOR 10, MIAMI, FL 33137 | |
| Item 2. | ||
| (a) | Name of person filing:
Phillip Frost, M.D.
Frost Gamma Investments Trust
Patricia Frost
(collectively, the "Reporting Persons") | |
| (b) | Address or 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 | |
| (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 | |
| (d) | Title of class of securities:
Common Stock, par value $0.01 per share | |
| (e) | CUSIP No.:
25961D105 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
Phillip Frost, M.D. - 7,650,618(1)
Frost Gamma Investments Trust - 7,641,642
Patricia Frost - 8,976 | |
| (b) | Percent of class:
Phillip Frost, M.D. - 8.6%(1)
Frost Gamma Investments Trust - 8.6%
Patricia Frost - Less than 0.1% | |
| (c) | Number of shares as to which the person has:
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| (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. - 7,650,618 (1)
Frost Gamma Investments Trust - 7,641,642
Patricia Frost - 8,976 | ||
| (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. - 7,650,618(1)
Frost Gamma Investments Trust - 7,641,642
Patricia Frost - 8,976
(1) Includes (i) 7,641,642 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) 8,976 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.
The responses to Items 5-11 of the cover pages of this Schedule 13G are incorporated herein by reference. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| 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
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| 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.
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Exhibit Information
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99.1 Joint Filing Agreement |