SC 13G 1 tm226265d1_sc13g.htm SC 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Douglas Elliman Inc.

(Name of Issuer)

Common stock, par value $0.01 per share

(Title of Class of Securities)

25961D105

(CUSIP Number)

December 31, 2021

(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)

Rule 13d-1(c)

Rule 13d-1(d)

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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) x
3.	SEC Use Only
4.	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned By Each Reporting Person With:		5.	Sole Voting Power 0
		6.	Shared Voting Power 7,126,744 ⁽¹⁾
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 7,126,744 ⁽¹⁾
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 7,126,744 ⁽¹⁾
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares ¨
11.	Percent of Class Represented by Amount in Row (9) 9.2%⁽¹⁾⁽²⁾
12.	Type of Reporting Person (See Instructions) IN

1 Includes 7,118,195 Common Shares of the Issuer held by FGIT (as defined herein) and 8,549 Common Shares held by Patricia Frost (as defined herein) as of the date hereof, as to which shares Dr. Frost disclaims beneficial ownership.

2 The calculation of all percentages set forth herein is based on 77,720,631 shares of Common Stock outstanding as of December 29, 2021, distributed pursuant to the Issuer’s prospectus, dated December 16, 2021 and filed pursuant to Rule 424(b)(3) under the Securities Act of 1933, as amended (the “Securities Act”), on December 17, 2021.

1.	Names of Reporting Persons Frost Gamma Investments Trust
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
3.	SEC Use Only
4.	Citizenship or Place of Organization Florida
Number of Shares Beneficially Owned By Each Reporting Person With:		5.	Sole Voting Power 0
		6.	Shared Voting Power 7,118,195
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 7,118,195
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 7,118,195
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares ¨
11.	Percent of Class Represented by Amount in Row (9) 9.2%⁽¹⁾
12.	Type of Reporting Person (See Instructions) OO

1 The calculation of all percentages set forth herein is based on 77,720,631 shares of Common Stock outstanding as of December 29, 2021, distributed pursuant to the Issuer’s prospectus, dated December 16, 2021 and filed pursuant to Rule 424(b)(3) under the Securities Act on December 17, 2021.

1.	Names of Reporting Persons Patricia Frost
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
3.	SEC Use Only
4.	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned By Each Reporting Person With:		5.	Sole Voting Power 0
		6.	Shared Voting Power 8,549
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 8,549
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 8,549 ⁽¹⁾
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares ¨
11.	Percent of Class Represented by Amount in Row (9) Less than 0.1%⁽¹⁾⁽²⁾
12.	Type of Reporting Person (See Instructions) IN

1 These shares are owned by Patricia Frost, the spouse of Dr. Frost. Dr. Frost disclaims beneficial ownership of these shares.

Item 1(a).	Name of Issuer
	Douglas Elliman Inc. (the “Issuer”)

Item 1(b).	Address of the Issuer’s Principal Executive Offices
	4400 Biscayne Boulevard, Floor 10
	Miami, Florida 33137

Item 2(a).	Names of Persons Filing
	Phillip Frost, M.D.
	Frost Gamma Investments Trust
	Patricia Frost
	(collectively, the “Reporting Persons”)

Item 2(b).	Address of the 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

Item 2(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

Item 2(d).	Title of Class of Securities
	Common Stock, par value $0.01 per share

Item 2(e).	CUSIP Number
	25961D105

Item 3.

If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

	¨	(a) Broker or Dealer registered under Section 15 of the Exchange Act.

	¨	(b) Bank as defined in Section 3(a)(b) or the Exchange Act.

	¨	(c) Insurance company as defined in Section 3(a)(19) of the Exchange Act.

	¨	(d) Investment company registered under Section 8 of the Investment Company Act.

	¨	(e) An Investment adviser in accordance with Rule 13d-1 (b)(1)(ii)(e).

	¨	(f) An employee benefit plan or endowment fund in accordance with Rule 13d 1(b)(1)(ii)(f).

	¨	(g) A Parent Holding Company or control person in accordance with Rule 13d 1(b)(1)(ii)(g).

	¨	(h) A Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act.

	¨	(i) A Church Plan that is excluded from the definition of an investment company under Section 3 (c)(14) of the Investment Company Act.

	¨	(j) Group, in accordance with Rule 13d-1 (b)(1)(ii)(j).

	x	Not applicable

Item 4.	Ownership
	The responses to Items 5-11 of the cover pages of this Schedule 13G are incorporated herein by reference.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a)

Amount Beneficially Owned:

Phillip Frost, M.D. – 7,126,744 ⁽¹⁾

Frost Gamma Investments Trust – 7,118,195

Patricia Frost – 8,549

(b)

Percent of Class:

Phillip Frost, M.D. – 9.2%⁽¹⁾

Frost Gamma Investments Trust – 9.2%

Patricia Frost – Less than 0.1%

The calculation of all percentages set forth herein is based on 77,720,631 shares of Common Stock outstanding as of December 29, 2021, distributed pursuant to the Issuer’s prospectus, dated December 16, 2021 and filed pursuant to Rule 424(b)(3) under the Securities Act on December 17, 2021.

(c)	Number of shares as to which such person has:

	(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. – 7,126,744⁽¹⁾
		Frost Gamma Investments Trust – 7,118,195
		Patricia Frost – 8,549

	(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. – 7,126,744⁽¹⁾
		Frost Gamma Investments Trust – 7,118,195
		Patricia Frost – 8,549

(1)

Includes (i) 7,118,195 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) 8,549 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.

Item 5.

Ownership of Five Percent or Less of a Class

Not Applicable

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

Not Applicable

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

Item 8.

Identification and Classification of Members of the Group

Not Applicable

Item 9.

Notice of Dissolution of Group

Not Applicable

Item 10.

Certification

Not Applicable

SIGNATURES

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.

Dated: February 11, 2022	By:	/s/ Phillip Frost, M.D.
	Name:	Phillip Frost, M.D.
	Title:	Phillip Frost, M.D., Individually

	FROST GAMMA INVESTMENTS TRUST

Dated: February 11, 2022	By:	/s/ Phillip Frost, M.D.
	Name:	Phillip Frost, M.D.
	Title:	Trustee



Dated: February 11, 2022	By:	/s/ Patricia Frost
	Name:	Patricia Frost
	Title:	Patricia Frost, Individually

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations

(See 18 U.S.C. 1001)

EXHIBIT INDEX

Exhibit 1 Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.

SEC Form SC 13G filed by Douglas Elliman Inc.