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SEC FORM 4 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 		 
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
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 X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
09/16/2014
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 09/16/2014 S(1) 25,000 D $22.15(3) 3,172,370(2) I By LeBow Epsilon 2001 Limited Partnership(4)
Common Stock 09/17/2014 S(1) 25,000 D $22.46(5) 3,147,370(2) I By LeBow Epsilon 2001 Limited Partnership(4)
Common Stock 1,549,755(2) D
Common Stock 5,984,361(2) I By LeBow Gamma Limited Partnership(6)
Common Stock 382,883 I By LeBow Alpha LLLP(7)
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. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 4, 2014.
2. All information presented is adjusted for Vector Group Ltd.'s 5% stock dividend payable to stockholders of record on September 15, 2014.
3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $21.93 to $22.30, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (2) and (4) to this Form 4.
4. LeBow Epsilon 2001 Limited Partnership is a Delaware limited partnership. LeBow Epsilon 2001 LLC, a Delaware limited liability company, is the general partner of LeBow Epsilon 2001 Limited Partnership. LeBow 2011 Management Trust is the managing member of LeBow Holdings LLC, a Delaware limited liability company, which is the general partner of LeBow Alpha LLLP, a Delaware limited liability limited partnership, which is the controlling member of LeBow Epsilon 2001 LLC. Mr. LeBow is trustee of LeBow 2011 Management Trust and a manager of LeBow Epsilon 2001 LLC. Mr. LeBow disclaims beneficial ownership for purposes of Section 16 of the Securities Exchange Act of 1934 of the Issuer's common stock held by LeBow Epsilon 2001 Limited Partnership except to the extent of his pecuniary interest therein.
5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $22.19 to $22.76, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (2) and (4) to this Form 4.
6. LeBow Gamma Limited Partnership is a Delaware limited partnership. LeBow 2011 Management 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 Limited Partnership. Mr. LeBow is trustee of LeBow 2011 Management 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 of the Issuer's common stock held by LeBow Gamma Limited Partnership except to the extent of his pecuniary interest therein.
7. LeBow Alpha LLLP is a Delaware limited liability limited partnership. LeBow Holdings LLC, a Delaware limited liability company, is the general partner of LeBow Alpha LLLP. LeBow 2011 Management Trust is the managing member of LeBow Holdings LLC. Mr. LeBow is trustee of LeBow 2011 Management Trust. Mr. LeBow disclaims beneficial ownership for purposes of Section 16 of the Securities Exchange Act of 1934 of the Issuer's common stock held by LeBow Alpha LLLP except to the extent of his pecuniary interest therein.
Remarks:
/s/ J. Bryant Kirkland III, Attorney-in-fact 09/17/2014
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.
                            LIMITED POWER OF ATTORNEY
                     FOR SECTION 13 AND SECTION 16 REPORTING

        KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby makes,
constitutes and appoints Marc N. Bell, J. Bryant Kirkland III and Richard J.
Lampen, and each of them, as the undersigned's true and lawful attorney-in-fact
(the "Attorney-in-Fact"), with full power of substitution and resubstitution,
each with the power to act alone for the undersigned and in the undersigned's
name, place and stead, in any and all capacities to:

        1.  Prepare, execute in the undersigned's name and on the undersigned's
            behalf, and submit to the Securities and Exchange Commission ("SEC")
            a Form ID, including amendments thereto, and any other documents
            necessary or appropriate to obtain codes and passwords enabling the
            undersigned to make electronic filings with the SEC of reports
            required or considered advisable under Section 13 or Section 16 of
            the Securities Exchange Act of 1934(the "Exchange Act") or any rule
            or regulation of the SEC;

        2.  Prepare, execute and submit to the SEC, any national securities
            exchange or securities quotation system and Vector Group Ltd. (the
            "Company") any and all reports (including any amendment thereto) of
            the undersigned required or considered advisable under Section 13 or
            Section 16 of the Exchange Act and the rules and regulations
            thereunder, with respect to the equity securities of the Company,
            including Forms 3, 4 and 5 and Schedule 13D or 13G; and

        3.  Obtain, as the undersigned's representative and on the undersigned's
            behalf, information regarding transactions in the Company's equity
            securities from any third party, including the Company and any
            brokers, dealers, employee benefit plan administrators and trustees,
            and the undersigned hereby authorizes any such third party to
            release any such information to the Attorney-in-Fact.

        The undersigned acknowledges that:

            a)  This Limited Power of Attorney authorizes, but does not require,
                the Attorney-in-Fact to act at his or her discretion on
                information provided to such Attorney-in-Fact without
                independent verification of such information;

            b)  Any documents prepared or executed by the Attorney-in-Fact on
                behalf of the undersigned pursuant to this Limited Power of
                Attorney will be in such form and will contain such information
                as the Attorney-in-Fact, in his or her discretion, deems
                necessary or desirable;

            c)  Neither the Company nor the Attorney-in-Fact assumes any
                liability for the undersigned's responsibility to comply with
                the requirements of Section 13 or Section 16 of the Exchange
                Act, any liability of the undersigned for any failure to comply
                with such requirements, or any liability of the undersigned for
                disgorgement of profits under Section 16(b) of the Exchange Act;
                and

            d)  This Limited Power of Attorney does not relieve the undersigned
                from responsibility for compliance with the undersigned's
                obligations under Section 13 or Section 16 of the Exchange Act,
                including, without limitation, the reporting requirements under
                Section 13 or Section 16 of the Exchange Act.

        The undersigned hereby grants to the Attorney-in-Fact full power and
authority to do and perform each and every act and thing requisite, necessary or
convenient to be done in connection with the foregoing, as fully, to all intents
and purposes, as the undersigned might or could do in person, hereby ratifying
and confirming all that the Attorney-in-Fact, or his or her substitute or
substitutes, shall lawfully do or cause to be done by authority of this Limited
Power of Attorney.

        This Limited Power of Attorney shall remain in full force and effect
until the undersigned is no longer required to file Forms 4 or 5 or Schedule 13D
or 13G with respect to the undersigned's holdings of and transactions in equity
securities of the Company, unless earlier revoked by the undersigned in a signed
writing delivered to the Attorney-in-Fact. This Limited Power of Attorney
revokes all previous powers of attorney with respect to the subject matter of
this Limited Power of Attorney.

        IN WITNESS WHEREOF, the undersigned has executed this Limited Power of
Attorney as of September 12, 2014.

                                        /s/ Bennett S. LeBow
                                        ---------------------------------------
                                        Bennett S. LeBow