Richard Lampen - Oct 5, 2024 Form 4 Insider Report for VECTOR GROUP LTD (VGR)

Signature
/s/ J. Bryant Kirkland III, Attorney in Fact for Richard Lampen
Stock symbol
VGR
Transactions as of
Oct 5, 2024
Transactions value $
-$17,568,855
Form type
4
Date filed
10/7/2024, 08:58 PM
Previous filing
Jul 11, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction VGR Common Stock Disposition pursuant to a tender of shares in a change of control transaction -$8.36M -558K -63.9% $15.00 315K Oct 5, 2024 Direct F1
transaction VGR Common Stock Disposition pursuant to a tender of shares in a change of control transaction -$92.7K -6.18K -100% $15.00 0 Oct 5, 2024 By Spouse F1, F2
transaction VGR Common Stock (underlying performance-based restricted stock) Award +293K +92.86% 608K Oct 7, 2024 Direct F3
transaction VGR Common Stock Disposed to Issuer -$9.11M -608K -100% $15.00 0 Oct 7, 2024 Direct F4, F5

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction VGR Employee Stock Option (right to buy) Disposed to Issuer -65.6K -100% 0 Oct 7, 2024 Common Stock 65.6K $10.92 Direct F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Richard Lampen is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 The reported securities were disposed of pursuant to the terms of the Agreement and Plan of Merger, dated as of August 21, 2024 (the "Merger Agreement"), by and among the Issuer, JTI (US) Holding Inc. ("Parent") and Vapor Merger Sub Inc. ("Merger Sub"), pursuant to which Merger Sub completed a cash tender offer (the "Offer") for all outstanding shares of the common stock, par value $0.10 per share, of the Issuer (each, an "Issuer Share"), at a purchase price of $15.00 per share, which Offer expired at one minute after 11:59 p.m., Eastern Time on October 4, 2024. These Issuer Shares were tendered for purchase pursuant to the Offer.
F2 The Reporting Person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.
F3 Pursuant to the Merger Agreement, each award of performance-based restricted stock of the Issuer, excluding any awards of restricted stock with vesting subject to time-vesting only (each, a "Company Performance-Based RSA") that was outstanding as of immediately prior to the Effective Time (as defined in the Merger Agreement) was canceled and converted into the right to receive an amount in cash, without interest, equal to the product of (i) the aggregate number of Issuer Shares subject to such Company Performance-Based RSA (based on the full number of Issuer Shares subject to such Company Performance-Based RSA) and (ii) the Merger Consideration (as defined below) (together with any accrued and unpaid dividends corresponding to the Issuer Shares subject to such Company Performance-Based RSA immediately prior to the Effective Time, to the extent provided for under the applicable award agreement).
F4 Disposed in connection with the transactions contemplated by the Merger Agreement, pursuant to which, on October 7, 2024, Merger Sub was merged with and into the Issuer (the "Merger") with the Issuer surviving the Merger as a wholly owned subsidiary of Parent. As a result of the Merger, each Issuer Share was canceled and extinguished and automatically converted into the right to receive an amount in cash equal to $15.00 (the "Merger Consideration").
F5 Pursuant to the Merger Agreement, each award of restricted stock of the Issuer, excluding any Company Performance-Based RSAs (each, a "Company Time-Based RSA") that was outstanding as of immediately prior to the Effective Time, was canceled and converted into the right to receive an amount in cash, without interest, equal to the product of (i) the aggregate number of Issuer Shares subject to such Company Time-Based RSA and (ii) the Merger Consideration (together with any accrued and unpaid dividends corresponding to the Issuer Shares subject to such Company Time-Based RSA immediately prior to the Effective Time, to the extent provided for under the applicable award agreement).
F6 Pursuant to the Merger Agreement, each option to purchase an Issuer Share which has a per share exercise price that was less than the Merger Consideration (each, a "Company Option"), and outstanding and unexercised as of immediately prior to the Effective Time was canceled and converted into the right to receive an amount in cash, without interest, equal to the product of (i) the aggregate number of Issuer Shares subject to such Company Option and (ii) the excess, if any, of (x) the Merger Consideration over (y) the per share exercise price of such Company Option. The number and exercise price of the Company Options have been adjusted to give effect to the 5% stock dividend paid to the stockholders of the Company on September 27, 2019.

Remarks:

Exhibit 24 - Power of Attorney (previously filed as Exhibit 24 to Form 5 dated February 5, 2015.)