Sec Form 4 Filing - FROST PHILLIP MD ET AL @ VECTOR GROUP LTD - 2014-11-14

FORM 4 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 FROST PHILLIP MD ET AL 2. Issuer Name and Ticker or Trading Symbol VECTOR GROUP LTD [ VGR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 4400 BISCAYNE BOULEVARD, SUITE 1500 3. Date of Earliest Transaction (MM/DD/YY) 11/14/2014 (Street) MIAMI, FL33137 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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

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 6.75% Variable Interest Senior Convertible Note due 2014 $ 11.22 ( 1 ) 11/14/2014 D 05/11/2009 11/15/2014( 2 ) Common stock 2,227,552 ( 1 ) $ 25,000,000 $ 0 I By Frost Nevada Investments Trust ( 3 ) 6.75% Variable Interest Senior Convertible Note due 2015 $ 11.22 11/14/2014 A 11/14/2014 02/15/2015( 2 ) Common stock 2,227,552 ( 1 ) $ 25,000,000 $ 25,000,000 I By Frost Nevada Investments Trust ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other FROST PHILLIP MD ET AL 4400 BISCAYNE BOULEVARD SUITE 1500 MIAMI, FL33137 X Frost Gamma Investments Trust 4400 BISCAYNE BOULEVARD SUITE 1500 MIAMI, FL33137 X Frost Nevada Investments Trust 4400 BISCAYNE BOULEVARD SUITE 1500 MIAMI, FL33137 X Signatures /s/ Phillip Frost, MD 11/17/2014 Signature of Reporting Person Date Frost Gamma Investments Trust by: /s/ Phillip Frost, MD, Trustee 11/17/2014 Signature of Reporting Person Date Frost Nevada Investments Trust by: /s/ Phillip Frost, MD, Trustee 11/17/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )All shares and price information has been adjusted to reflect the 5% stock dividend, which was paid by the Issuer on September 26, 2014. ( 2 )On November 14, 2014, the Issuer extended the maturity of its 6.75% Variable Interest Senior Convertible Note due 2014 (the "Note") from November 15, 2014 to February 15, 2015. The two reported transactions involved an amendment of the Note, resulting in the deemed cancellation of the "old" Note and the grant of a replacement Note. ( 3 )These securities are held by Frost Nevada Investments Trust, of which Phillip Frost, MD is the trustee and Frost-Nevada, L.P. is the sole and exclusive beneficiary. Dr. Frost is one of five limited partners of Frost-Nevada, L.P. and the sole shareholder of Frost-Nevada Corporation, the sole general partner of Frost-Nevada, L.P.

Remarks: Exhibit 99 - Joint Filer Information

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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