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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Employee Stock Option (right to buy) | $ 31.59 | 11/11/2005 | D(2) | 303,876 | 09/21/2003(3) | 09/21/2011 | Common Stock | 303,876 | $ 31.59 | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| BERNSTEIN RONALD J LIGGETT VECTOR BRANDS INC. ONE PARK DRIVE, SUITE 150 RESEARCH TRIANGLE PARK, NC 27709 |
X | President of Subsidiary | ||
| /s/ Ronald J. Bernstein | 11/11/2005 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | On November 11, 2005, Vector Group Ltd. ("VGR") awarded the reporting person a restricted stock grant of 50,000 shares of VGR's Common Stock pursuant to VGR's Amended and Restated 1999 Long-Term Incentive Plan (the "Plan"). One-fourth of the shares vest on November 1, 2006, with an additional one-fourth vesting on each of the three succeeding one-year anniversaries of the first vesting date through November 1, 2009. In the event the reporting person's employment with VGR is terminated for any reason other than his death, his disability or a change of control of VGR, any remaining balance of the shares not previously vested will be forfeited by the reporting person. |
| (2) | On November 11, 2005, VGR cancelled, pursuant to an agreement with the reporting person, an option granted to him on September 21, 2001 to purchase 303,876 shares of VGR's Common Stock pursuant to the Plan. In exchange, the reporting person, if he remains employed by VGR or an affiliate of VGR, will receive a replacement option six months and a day later in May 2006 to purchase 250,000 shares of VGR Common Stock, having an exercise price equal to the market price of the underlying stock on the grant date. The new option will have a 10-year term and will become exercisable with respect to one-fourth of the shares on December 1, 2006, with an additional one-fourth becoming exercisable on each of the three succeeding one-year anniversaries of the first exercisable date through December 1, 2009. |
| (3) | The cancelled option provided for vesting in four equal annual installments beginning on September 21, 2003. |