Sec Form 4/A Filing - LEBOW BENNETT S @ VECTOR GROUP LTD - 2012-10-22

Insider filing report for Changes in Beneficial Ownership
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FORM 4/A
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, 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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1. Name and Address of Reporting Person
LEBOW BENNETT S
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 X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O VECTOR GROUP LTD., 100 S.E. SECOND STREET; 32ND FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
10/22/2012
(Street)
MIAMI, FL33131
4. If Amendment, Date Original Filed (MM/DD/YY)
10/22/2012
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 10/22/2012 S( 1 ) 500,000 D $ 0 5,427,993 I By LeBow Gamma Limited Partnership ( 3 )
Common Stock 10/22/2012 P( 1 ) 500,000 A $ 0 847,287 ( 2 ) I By LeBow Alpha LLLP ( 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
LEBOW BENNETT S
C/O VECTOR GROUP LTD.
100 S.E. SECOND STREET; 32ND FLOOR
MIAMI, FL33131
X X
Signatures
/s/ Bennett S. LeBow 12/31/2012
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This Amendment is being filed in order to correct the first two transactions reported in the Reporting Person's Form 4 filed on October 22, 2012 (the "Original Form 4"). The Original Form 4 inadvertently reported those transactions as the transfer of 500,000 shares of the Issuer's common stock from LeBow Gamma Limited Partnership to LeBow Alpha LLLP in exchange for the partial redemption of the limited partner interest held by LeBow Alpha LLLP in LeBow Gamma Limited Partnership. That transfer should have been reported as a sale of 500,000 shares of the Issuer's common stock by LeBow Gamma Limited Partnership to LeBow Alpha LLLP for $16.56 per share in cash.
( 2 )Includes 300,000 shares that also are included in the total amount of shares reported as beneficially owned by LeBow Epsilon 2001 Limited Partnership.
( 3 )LeBow Gamma Limited Partnership is a Delaware limited partnership. LeBow 2011 Management Trust is the managing member of LeBow Holdings LLC, a Delaware limited liability company, which is the sole stockholder of LeBow Gamma, Inc., a Nevada corporation, which is the general partner of LeBow Gamma Limited Partnership. Mr. LeBow is trustee of LeBow 2011 Management Trust and a director and officer of LeBow Gamma, Inc.
( 4 )LeBow Alpha LLLP is a Delaware limited liability limited partnership. LeBow Holdings LLC, a Delaware limited liability company, is the general partner of LeBow Alpha LLLP. LeBow 2011 Management Trust is the managing member of LeBow Holdings LLC. Mr. Lebow is trustee of LeBow 2011 Management Trust.

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).

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