Kennedy Lewis GP III LLC - 24 Oct 2025 Form 4 Insider Report for Douglas Elliman Inc. (DOUG)

Reporting relationship: Director
Issuer ticker: DOUG
Reported as of: 24 Oct 2025
Net transaction value: $0
SEC form: 4
Accepted by SEC: 28 Oct 2025, 15:56:56 UTC
Prior SEC filing: 30 Jun 2025
Source filing: View source filing
Reporting owner signature: KENNEDY LEWIS GP III LLC, By: Kennedy Lewis Investment Holdings II LLC, its managing member, Name: /s/ Anthony Pasqua, Title: Authorized Person

Key filing fact

Kennedy Lewis GP III LLC filed Form 4 for Douglas Elliman Inc. (DOUG) on 28 Oct 2025.

Key facts

This page summarizes Kennedy Lewis GP III LLC's Form 4 filing for Douglas Elliman Inc. (DOUG).
2 reported transactions and 2 derivative rows are listed below.
Accepted by SEC: 28 Oct 2025, 15:56.

Change

Previous filing in this sequence was filed on 30 Jun 2025.
Current net transaction value: $0.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reporting Owners (6)

CIK 0001897209 Primary reporting owner

Kennedy Lewis GP III LLC

Relationship: Director
Address: 225 LIBERTY STREET, SUITE 4210, NEW YORK
Signature: KENNEDY LEWIS GP III LLC, By: Kennedy Lewis Investment Holdings II LLC, its managing member, Name: /s/ Anthony Pasqua, Title: Authorized Person
Signature date: 28 Oct 2025

CIK 0001854977

Kennedy Lewis Investment Holdings II LLC

Relationship: Director
Address: 225 LIBERTY STREET, SUITE 4210, NEW YORK
Signature: KENNEDY LEWIS INVESTMENT HOLDINGS II LLC, Name: /s/ Anthony Pasqua, Title: Authorized Person
Signature date: 28 Oct 2025

CIK 0001994226

KLIM Delta HQC3 LP

Relationship: Director
Address: 225 LIBERTY STREET, SUITE 4210, NEW YORK
Signature: 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
Signature date: 28 Oct 2025

CIK 0002029655

KLCP Fund III (EU) Master AIV LP

Relationship: Director
Address: 225 LIBERTY STREET, SUITE 4210, NEW YORK
Signature: 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
Signature date: 28 Oct 2025

CIK 0001797237

CHENE DAVID

Relationship: Director
Address: 225 LIBERTY STREET, SUITE 4210, NEW YORK
Signature: DAVID CHENE, Name: /s/ David Chene
Signature date: 28 Oct 2025

CIK 0001594474

Richman Darren

Relationship: Director
Address: 225 LIBERTY STREET, SUITE 4210, NEW YORK
Signature: DARREN RICHMAN, Name: /s/ Darren Richman
Signature date: 28 Oct 2025

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

DOUG transaction Derivative

Senior Secured Convertible Promissory Note

Disposed to Issuer

Transaction value
Shares: -1
Change %: -100%
Price
Shares after: 0
Date: 24 Oct 2025
Ownership: See Footnotes
Underlying class: Common Stock
Underlying amount: 30,526,740
Exercise price
Footnotes: F1, F2, F4, F5, F6, F8, F9

DOUG transaction Derivative

Senior Secured Convertible Promissory Note

Disposed to Issuer

Transaction value
Shares: -1
Change %: -100%
Price
Shares after: 0
Date: 24 Oct 2025
Ownership: See Footnotes
Underlying class: Common Stock
Underlying amount: 2,806,594
Exercise price
Footnotes: F1, F3, F4, F5, F7, F8, F9

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

Kennedy Lewis GP III LLC is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 9 footnotes

Footnote F1

On October 24, 2025, in connection with the sale by an indirect subsidiary of Douglas Elliman Inc. (the "Issuer") of the equity interests it held in another indirect subsidiary of the Issuer to a third party, the Issuer repurchased the previously reported Senior Secured Convertible Promissory Notes (collectively, the "Convertible Notes") held by KLCP Fund III (EU) Master AIV LP ("KLCP Fund III") and KLIM Delta HQC3 LP ("KLIM Delta", and together with KLCP Fund III, the "Funds") for an aggregate purchase price of $95,000,000. In connection with the repurchase of the Convertible Notes, on October 24, 2025, David Chene, a Manager of Kennedy Lewis Investment Holdings II LLC ("Holdings II"), resigned from the Issuer's Board of Directors.

Footnote F2

These securities were held by KLCP Fund III.

Footnote F3

These securities were held by KLIM Delta.

Footnote F4

Kennedy Lewis GP III LLC ("Kennedy Lewis GP III") is the general partner of each of the Funds. 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 have been deemed to exercise voting and investment power over and thus may have been deemed to have beneficially owned the securities reported herein that were held by the Funds due to their relationship with the Funds.

Footnote F5

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 reported herein that were 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 was the beneficial owner of such securities for purposes of Section 16 or any other purpose.

Footnote F6

This Convertible Note between KLCP Fund III and the Issuer was due July 2, 2029, had a principal amount of $45,790,109.01 and bore interest at a rate of 7.0% per annum payable in cash, or, if no Event of Default (as defined in such Convertible Note) had occurred or was continuing, at the Issuer's election, 8.0% per annum paid in kind, due semi-annually. The maturity date of this Convertible Note was July 2, 2029.

Footnote F7

This Convertible Note between KLIM Delta and the Issuer was due July 2, 2029, had a principal amount of $4,209,890.99 and bore interest at a rate of 7.0% per annum payable in cash, or, if no Event of Default (as defined in such Convertible Note) had occurred or was continuing, at the Issuer's election, 8.0% per annum paid in kind, due semi-annually. The maturity date of this Convertible Note was July 2, 2029.

Footnote F8

The Funds had 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").

Footnote F9

(Continued from footnote 8) The Funds had 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 could 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 was subject to certain customary anti-dilution adjustments.

SEC remarks

As David Chene, a Manager of Kennedy Lewis Investment Holdings II LLC, has resigned from the Board of Directors of Douglas Elliman Inc. (the "Issuer"), each of the reporting persons other than Mr. Chene are no longer deemed to be directors by deputization of the Issuer.