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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| OMB Number: |
3235-0287 |
| Estimated average burden |
| hours per response: |
0.5 |
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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*
| C/O LIGGETT VECTOR BRANDS LLC |
| 3800 PARAMOUNT PARKWAY |
(Street)
|
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 Subsidiary |
|
3. Date of Earliest Transaction
(Month/Day/Year)
03/06/2015
|
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)
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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 |
03/06/2015 |
|
M |
|
66,595 |
A |
$11.44
|
144,157 |
D |
|
| Common Stock |
03/06/2015 |
|
S |
|
66,595 |
D |
$22.43
|
77,562 |
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)
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6. Date Exercisable and Expiration Date
(Month/Day/Year) |
7. Title and Amount of Securities Underlying Derivative Security (Instr.
3 and 4)
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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 |
| Employee stock option (right to buy) |
$11.44
|
03/06/2015 |
|
M |
|
|
66,595 |
12/31/2009 |
08/16/2016 |
Common stock |
66,595 |
$11.44
|
0 |
D |
|
| Explanation of Responses: |
|
| Remarks: |
|
|
/s/ J. Bryant Kirkland III, Attorney in Fact |
03/06/2015 |
|
** 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 March 6, 2015.
/s/ Ronald J. Bernstein
--------------------------
Ronald J. Bernstein
