Form SC 13D Douglas Elliman Inc. Filed by: LORBER HOWARD M
|CUSIP No. 25961D105 Page 3|
Item 1. Title and issuer.
This declaration on Annex 13D (the ?? Declaration ??) ?? or the ?? Issuer ??), which has its main executive office at 4400 Biscayne Boulevard, Miami, FL 33137.
Article 2. Identity and background.
This Schedule 13D is filed by Howard M. Lorber, a United States citizen. Mr. Lorber’s business address is 4400 Biscayne Boulevard, Miami, Florida 33137. Mr. Lorber’s primary occupation is President and CEO of Vector Group Ltd., a Delaware corporation (?? Vector ??) and chairman of the board of directors. , President and CEO of Douglas Elliman. Mr. Lorber is also Executive Chairman of Douglas Elliman Realty, LLC, a subsidiary of Douglas Elliman. Mr. Lorber has been President and CEO of Vector since January 2006. Mr. Lorber has worked for Vector and its diverse interests since 1994. Mr. Lorber has served as Chairman of the Board of Hallman & Lorber Assoc., Inc., consultants and actuaries of qualified pension and incentive plans, and of various of its affiliated companies from 1975 to December 2004 and has been a consultant to these entities since January 2005. He has also been Chairman of the Board of Directors since 1987 and Director General from November 1993 to December 2006 of Nathan ?? s Famous, Inc. (NASDAQ: NATH), a fast food restaurant chain, and was a director of Clipper Realty Inc. (NYSE: CLPR), a real estate investment company which has been acquiring, owning, managing, operating and repositioning multi-family residential and commercial properties in the New York metropolitan area, since July 2015. In addition to numerous other commercial and charitable activities, Mr. Lorber is a director of Long Island U niversity.
During the past five years, Mr. Lorber has not: (i) been convicted in criminal proceedings (excluding traffic violations or similar offenses); or (ii) has been a party to civil proceedings of a judicial or administrative body of competent jurisdiction and as a result of such proceedings has been or has been the subject of a judgment, decree or final order directing future violations of, or prohibiting or requiring activities subject to or finding a violation of federal or state securities laws.
Item 3. Source and amount of funds or other consideration.
The information set forth in Section 4 is hereby incorporated by reference into this Section 3.
Article 4. Object of the transaction.
December 29, 2021, in connection with the realization of the Issuer? spin off of Vector (the ?? Distribution ??), Mr. Lorber received 1,471,925 common shares in a pro-rated distribution by Vector to the holders of its common shares (including the Vector common shares underlying the stock option grants). purchase of shares in progress and the allocation of restricted shares), which consisted of (x) 642,386 ordinary shares acquired for the ordinary shares of Vector held in full and (y) 829,539 ordinary shares acquired for Vector common shares underlying the outstanding stock option awards and restricted stock awards.
Also on December 29, 2021, in connection with the distribution, Lorber Alpha II Limited Partnership, a Nevada limited partnership (?? Lorber Alpha II Limited Partnership ??) received 1,314,517 common shares. Lorber Alpha II LLC, a Delaware limited liability company, is the general partner of Lorber Alpha II Limited Partnership. Mr. Lorber is a managing member of Lorber Alpha II LLC and has voting and decision-making power with respect to the shares held by Lorber Alpha II Limited Partnership.
On December 31, 2021, the Issuer granted Mr. Lorber an allocation of 1,250,000 vesting ordinary shares (the “Restricted Shares ??)” in accordance with the Issuer’s 2021 Management Incentive Plan. . Mr. Lorber has the exclusive voting right in respect of the Restricted Shares. The restricted shares will vest in four equal annual installments starting December 15, 2022, subject to the continued employment of Mr. Lorber by the issuer until each of these vesting dates or to an early vesting. in the event of death or disability, termination of Mr. Lorber. employment without cause or resignation for cause, or change of control. The above description does not claim to be complete and is qualified in its entirety by reference to the restricted share allocation agreement, which is attached as appendix 10.1 to this appendix 13D and incorporated in this section 4 by reference.
All of the shares held by Mr. Lorber are held by Mr. Lorber for investment purposes or as a result of executive compensation decisions made by the Issuer. Mr. Lorber may, subject to continued evaluation of the factors described herein, from time to time acquire additional securities of the Issuer in the open market or through privately traded transactions, or otherwise. Depending on the factors discussed herein, Mr. Lorber may, from time to time, hold or sell all or a portion of his shares in the open market or in privately traded transactions. Any action Mr. Lorber may take will depend on his consideration of many factors, including, but not limited to, the availability of the shares for purchase and the price levels of those shares; general market and economic conditions; continuous assessment of the activity and prospects of the Issuer; the relative attractiveness of alternative business and investment opportunities; the actions of the management and of the Board of Directors of the Issuer; personal financial planning; personal philanthropic efforts; estate planning; and other future developments.