Statement of Changes in Beneficial Ownership (4)
July 05 2017 - 7:02PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
LORBER HOWARD M
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2. Issuer Name
and
Ticker or Trading Symbol
VECTOR GROUP LTD
[
VGR
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
President and CEO
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(Last)
(First)
(Middle)
C/O VECTOR GROUP LTD., 4400 BISCAYNE BLVD; 10TH FLOOR
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3. Date of Earliest Transaction
(MM/DD/YYYY)
7/1/2017
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(Street)
MIAMI, FL 33137
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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7/1/2017
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A
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345375
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A
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$0.00
(1)
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732040
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D
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Common Stock
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7/1/2017
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F
(2)
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191967
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D
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$21.36
(2)
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540073
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D
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Common Stock
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2583153
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I
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By: Lorber Alpha II Limited Partnership
(3)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(1)
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The Reporting Person received restricted stock grants on July 23, 2014 (the "2014 Award") and November 10, 2015 (the "2015 Award"). The grants vest equally in seven equal installments with the 2014 Award vesting in installments of 165,375 shares on August 15, 2015, July 1, 2016, July 1, 2017, July 1, 2018, July 1, 2019, July 1, 2020 and July 1, 2021 and the 2015 Award vesting in installments of 180,000 on November 15, 2016, July 1, 2017, July 1, 2018, July 1, 2019, July 1, 2020, July 1, 2021 and July 1, 2022, in each case, based upon the Issuer achieving certain performance targets and the Reporting Person being continuously employed by Vector Group Ltd. This amount includes the third vesting of the 2014 Award and the second vesting of the 2015 Award.
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(2)
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Represents the average of the high ($21.22) and low ($21.50) stock prices of the Issuer's Common Stock on June 30, 2017, the last trading day before the date of vesting, which was on a non-trading day (Saturday).
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(3)
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Lorber Alpha II LLC, a Delaware limited liability company, is the general partner of Lorber Alpha II Limited Partnership, a Nevada limited partnership. The reporting person serves as the Managing Member of the Lorber Alpha II LLC and has voting and dispositive power with respect to such shares.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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LORBER HOWARD M
C/O VECTOR GROUP LTD.
4400 BISCAYNE BLVD; 10TH FLOOR
MIAMI, FL 33137
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X
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President and CEO
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Signatures
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/s/ J. Bryant Kirkland III, Attorney-In-Fact
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7/5/2017
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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