Vector Group Ltd - Dec 29, 2021 Form 4 Insider Report for Douglas Elliman Inc. (DOUG)

Role: 10%+ Owner
Signature: /s/ J. Bryant Kirkland III, Senior Vice President, Treasurer and CFO of Vector Group Ltd.
Stock symbol: DOUG
Transactions as of: Dec 29, 2021
Transactions value $: $0
Form type: 4
Date filed: 1/3/2022, 08:01 PM
Previous filing: Dec 21, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	DOUG	Common Stock	Other	$0	+77.7M	+7771963.1%	$0.00	77.7M	Dec 29, 2021	Direct	F1, F2
transaction	DOUG	Common Stock	Other	$0	-77.7M	-100%	$0.00^*	0	Dec 29, 2021	Direct	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Vector Group Ltd is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	In connection with the separation of Douglas Elliman Inc. ("Douglas Elliman") from Vector Group Ltd. ("Vector"), on December 29, 2021, Douglas Elliman issued to New Valley LLC ("New Valley"), its sole stockholder, 77,719,631 shares of its Common Stock, par value $0.01 per share ("Common Stock") in consideration for receipt of the assets and liabilities of the Douglas Elliman business.
F2	On December 29, 2021, New Valley made a distribution to its sole stockholder, Vector, of all of the outstanding shares of Common Stock of Douglas Elliman. Immediately thereafter, Vector distributed all of the outstanding shares of Common Stock to the holders of record of Vector common stock (including Vector common stock underlying outstanding stock option awards and restricted stock awards) as of December 20, 2021 in a transaction exempt under Rules 16a-9 and 16b-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). As a result of the Distribution, Vector and New Valley no longer beneficially own any shares of Douglas Elliman and consequently neither are subject to the requirements of Section 16 of the Exchange Act with respect to Douglas Elliman.

Content

In connection with the separation of Douglas Elliman Inc. ("Douglas Elliman") from Vector Group Ltd. ("Vector"), on December 29, 2021, Douglas Elliman issued to New Valley LLC ("New Valley"), its sole stockholder, 77,719,631 shares of its Common Stock, par value $0.01 per share ("Common Stock") in consideration for receipt of the assets and liabilities of the Douglas Elliman business.

On December 29, 2021, New Valley made a distribution to its sole stockholder, Vector, of all of the outstanding shares of Common Stock of Douglas Elliman. Immediately thereafter, Vector distributed all of the outstanding shares of Common Stock to the holders of record of Vector common stock (including Vector common stock underlying outstanding stock option awards and restricted stock awards) as of December 20, 2021 in a transaction exempt under Rules 16a-9 and 16b-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). As a result of the Distribution, Vector and New Valley no longer beneficially own any shares of Douglas Elliman and consequently neither are subject to the requirements of Section 16 of the Exchange Act with respect to Douglas Elliman.