SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
LEBOW BENNETT S

(Last) (First) (Middle)
667 MADISON AVENUE
14TH FLOOR

(Street)
NEW YORK NY 10065

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
VECTOR GROUP LTD [ VGR ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
12/14/2020
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 12/14/2020 J(1) 583,714 D (1) 232,714 I By LeBow Gamma Limited Partnership(2)
Common Stock 12/14/2020 J(3) 681,314 D (3) 127,024 I By LeBow Alpha LLLP(4)
Common Stock 2,357,278 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. On December 14, 2020, LeBow Gamma Limited Partnership ("LeBow Gamma") distributed 327,443 shares of the Issuer's common stock to LeBow Alpha LLLP ("LeBow Alpha") and distributed 256,271 shares to certain charities and charitable lead annuity trusts.. For purposes of all of the distributions reported herein, the Issuer's common stock was deemed to have a value of $12.91 per share, which was the average of the low ($12.57) and high ($13.25) prices of the Issuer's Common Stock on December 14, 2020.
2. LeBow Gamma is a Delaware limited partnership. LeBow 2011 Management Trust ("LeBow Trust") is the managing member of LeBow Holdings LLC, a Delaware limited liability company, which is the sole stockholder of LeBow Gamma, Inc., a Nevada corporation, which is the general partner of LeBow Gamma. Mr. LeBow is trustee of LeBow Trust and a director and officer of LeBow Gamma, Inc. Mr. LeBow disclaims beneficial ownership for purposes of Section 16 of the Securities Exchange Act of 1934 (the "Act") of the Issuer's common stock held by LeBow Gamma except to the extent of his pecuniary interest therein.
3. On December 14, 2020, LeBow Alpha distributed 681,314 shares of the Issuer's common stock to entities that are not controlled by Mr. LeBow.
4. LeBow Alpha is a Delaware limited liability limited partnership. LeBow Holdings LLC is the general partner of LeBow Alpha. LeBow Trust is the managing member of LeBow Holdings LLC. Mr. LeBow disclaims beneficial ownership for purposes of Section 16 of the Act of the Issuer's common stock held by LeBow Alpha except to the extent of his pecuniary interest therein.
Remarks:
Exhibit 24 - Power of Attorney (previously filed as Exhibit 24 to Form 4 dated September 16, 2014, which is dated September 17, 2014.)
/s/ J. Bryant Kirkland III, Attorney-in-fact 12/16/2020
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** 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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