Sec Form 4 Filing - Kennedy Lewis GP III LLC @ Douglas Elliman Inc. - 2024-07-31

FORM 4 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) 07/31/2024 (Street) NEW YORK, NY10281 4. If Amendment, Date Original Filed (MM/DD/YY) 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 Common Stock 07/31/2024 A( 1 )( 2 ) 58,975 ( 3 ) A $ 0 58,975 ( 3 ) I See Footnotes ( 4 ) ( 6 ) ( 7 ) Common Stock 07/31/2024 A( 1 )( 2 ) 58,975 ( 3 ) A $ 0 58,975 ( 3 ) I See Footnotes ( 5 ) ( 6 ) ( 7 )

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

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 08/02/2024 Signature of Reporting Person Date KENNEDY LEWIS INVESTMENT HOLDINGS II LLC, Name: /s/ Anthony Pasqua, Title: Authorized Person 08/02/2024 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 08/02/2024 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 08/02/2024 Signature of Reporting Person Date DAVID CHENE, Name: /s/ David Chene 08/02/2024 Signature of Reporting Person Date DARREN RICHMAN, Name: /s/ Darren Richman 08/02/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On July 31, 2024, Douglas Elliman Inc. (the "Issuer") granted 58,975 shares of restricted Common Stock to David Chene, a member of the Issuer's Board of Directors (the "Board") in respect of his service on the Board. Mr. Chene holds the shares of restricted Common Stock for the benefit of KLIM Delta HQC3 LP ("KLIM Delta") and KLCP Fund III (EU) Master AIV LP ("KLCP Fund III", and together with KLIM Delta, the "Funds"). Because Mr. Chene serves on the Board as a representative of the Funds and their affiliates, Mr. Chene does not have a right to any economic interest in securities of the Issuer granted to him by the Issuer in respect of his Board position and the Funds are entitled to an indirect proportionate pecuniary interest in any securities granted to Mr. Chene by the Issuer in respect of Mr. Chene's Board position. ( 2 )(Continued from Footnote 1) Mr. Chene disclaims any direct beneficial ownership of the Issuer's securities to which this report relates and at no time has Mr. Chene had any economic interest in such securities except any indirect economic interest through interests in the Funds and their affiliates. The restricted stock award was granted under the Issuer's 2021 Management Incentive Plan, and vests in two equal annual installments on each of July 31, 2025 and July 31, 2026, subject to Mr. Chene's continued service through each such vesting date or earlier vesting upon Mr. Chene's death or disability or a change-of-control. ( 3 )The 58,975 shares of restricted Common Stock are reported for each of the Funds as each has an indirect pecuniary interest. ( 4 )As described in footnotes (1), (2) and (3), the reported securities represent shares of restricted Common Stock in which KLIM Delta may be deemed to have an indirect proportionate pecuniary interest. ( 5 )As described in footnotes (1), (2) and (3), the reported securities represent shares of restricted Common Stock in which KLCP Fund III may be deemed to have an indirect proportionate pecuniary interest. ( 6 )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. ( 7 )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.

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.

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).

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