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
 
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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*
LORBER HOWARD M

(Last) (First) (Middle)
C/O VECTOR GROUP LTD.
4400 BISCAYNE BLVD; 10TH FLOOR

(Street)
MIAMI FL 33137

(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
X Officer (give title below) Other (specify below)
President and CEO
3. Date of Earliest Transaction (Month/Day/Year)
11/12/2014
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 11/12/2014 S 500,000 D $21.7(1) 2,377,557(2) I By: Lorber Alpha II Limited Partnership(3)
Common Stock 848,180(2) D
Common Stock 261,635(2) I By: Lorber Gamma Limited Partnership(4)
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. Represents the weighted average sales price for price increments ranging from $21.70 to $21.82. The Reporting Person undertakes to provide, upon request of the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, ful information regarding the nubmer of nonderivative securities sold at each separate price for all transactions reported on this Form 4.
2. Adjusted for the Issuer's 5% stock dividend paid to stockholders on September 26, 2014.
3. Lorber Alpha II, Inc., a Nevada corporation, is the general partner of Lorber Alpha II Limited Partnership, a Nevada limited partnership. The reporting person is a director, officer and controlling stockholder of Lorber Alpha II, Inc.
4. Lorber Gamma, Inc., a Nevada corporation, is the general partner of Lorber Gamma Limited Partnership, a Nevada limited partnership. The reporting person is a director, officer and controlling stockholder of Lorber Gamma, Inc.
Remarks:
Exhibit 24 - Power of Attorney
/s/ J. Bryant Kirkland III, Attorney-In-Fact 11/12/2014
** 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 November 12, 2014.



                                           /s/ Howard M. Lorber
                                           -----------------------------
                                           Howard M. Lorber