| 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 | -$2.25M | -150K | -90.91% | $15.00 | 15K | Oct 5, 2024 | Direct | F1 |
| transaction | VGR | Common Stock | Disposition pursuant to a tender of shares in a change of control transaction | -$13.2K | -878 | -100% | $15.00 | 0 | Oct 5, 2024 | By Spouse | F1, F2 |
| transaction | VGR | Common Stock | Disposed to Issuer | -$225K | -15K | -100% | $15.00 | 0 | Oct 7, 2024 | Direct | F3, F4 |
Henry C. Beinstein is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| 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 | 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"). |
| F4 | Pursuant to the Merger Agreement, each award of restricted stock of the Issuer, excluding any awards of restricted stock with vesting subject to performance-based conditions (each, a "Company Time-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 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). |