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Form 4 VECTOR GROUP LTD For: Feb 03 Filed by: Frost Nevada Investments Trust

February 4, 2015 6:05 AM EST
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
FROST PHILLIP MD ET AL
(Last) (First) (Middle)
4400 BISCAYNE BOULEVARD
SUITE 1500
(Street)
MIAMI FL 33137
(City) (State) (Zip)
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)
3. Date of Earliest Transaction (Month/Day/Year)
02/03/2015
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 02/03/2015   C   2,227,552 A $ 0 (1) 4,455,104 (2) I By Frost Nevada Investments Trust (3)
Common Stock               13,415,056 (2) I By Frost Gamma Investments Trust (4)
Common Stock               13,399 (2) I By Patricia Frost (5)
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 (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 Securities Underlying Derivative Security (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: 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 2015 $ 11.22 02/03/2015   C     25,000,000 11/14/2014 02/15/2015 Common shares 2,227,552 $ 25,000,000 0 I By Frost Nevada Investments Trust (3)
Explanation of Responses:
1. On February 3, 2015, Frost Nevada Investments Trust converted $25,000,000 of its 6.75% Variable Interest Senior Note due 2015 (the "Note"). The Note has been retired in full.
2. All shares and price information has been adjusted to reflect the 5% stock dividend, which was paid by the Issuer on September 26, 2014.
3. These securities are held by Frost Nevada Investments Trust, of which the Reporting Person is the trustee and Frost-Nevada, L.P. is the sole and exclusive beneficiary. The Reporting Person 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.
4. These securities are held by Frost Gamma Investments Trust, of which Phillip Frost M.D., is the trustee. Frost Gamma L.P. is the sole and exclusive beneficiary of Frost Gamma Investments Trust. Dr. Frost is one of two limited partners of Frost Gamma L.P. The general partner of Frost Gamma L.P. is Frost Gamma, Inc., and the sole shareholder of Frost Gamma, Inc. is Frost-Nevada Corporation. Dr. Frost is also the sole shareholder of Frost-Nevada Corporation. The reporting person disclaims beneficial ownership of these securities, except to the extent of any pecuniary interest therein and this report shall not be deemed an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.
5. These securities are held by Patricia Frost, Dr. Frost's spouse. Pursuant to Rule 16a-1(a)(4), the Reporting Person disclaims beneficial ownership of these shares.
Remarks:
Exhibit Index:
Ex.99 Joint Filer Agreement
/s/ Phillip Frost, MD 02/03/2015
** Signature of Reporting Person Date
Frost Gamma Investments Trust by: /s/ Phillip Frost, MD, Trustee 02/03/2015
** Signature of Reporting Person Date
Frost Nevada Investments Trust by: /s/ Phillip Frost, MD, Trustee 02/03/2015
** Signature of Reporting Person Date
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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.
FORM 4 - JOINT FILER INFORMATION
--------------------------------



NAME:                             Frost Gamma Investments Trust

ADDRESS:                          4400 Biscayne Blvd
                                  Miami, FL 33137

Designated Filer:                 Phillip Frost, M.D.

Issuer and Ticker Symbol:         Vector Group Ltd. (VGR)

Date of Event Requiring
Statement:                        February 3, 2015





FROST GAMMA INVESTMENTS TRUST

      by:      /s/ Phillip Frost MD, as trustee
               --------------------------------
               Phillip Frost, M.D., Trustee







                     JOINT FILER INFORMATION
                     -----------------------



NAME:                             Frost Nevada Investments Trust

ADDRESS:                          4400 Biscayne Blvd
                                  Miami, FL 33137

Designated Filer:                 Phillip Frost, M.D.

Issuer and Ticker Symbol:         Vector Group Ltd. (VGR)

Date of Event Requiring
Statement:                        February 3, 2015





FROST NEVADA INVESTMENTS TRUST

      by:      /s/ Phillip Frost MD, as trustee
               --------------------------------
               Phillip Frost, M.D., Trustee

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