4 1 form4.txt VECTOR GROUP LTD. FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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(f) of the Investment Company Act of 1940 __ Check this box if no longer OMB Approval subject to Section 16. Form 4 or OMB Number - 3235-0287 Form 5 obligations may continue. Expires: December 31, 2001 See Instruction 1(b) Estimated average burden hours per response - 0.5 1. Name and Address of Reporting Person* Icahn Carl C. (Last) (First) (Middle) c/o Icahn Associates Corp. 767 Fifth Avenue, Suite 4700 (Street) New York New York 10153 (City) (State) 2. Issuer Name and Ticker or Trading Symbol Vector Group, Ltd. (VGR) 3. IRS or Social Security Number of Reporting Person (Voluntary) 4. Statement for June, 2001 (Month/Year) 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). 5. If Amendment, Date of Original (Month/Year) Page 1 of 7 6. Relationship of Reporting Person to Issuer (Check all applicable) ______ Director x 10% Owner _____________ ______ Officer ________ Other (specify below) (give title below) 7. 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 (A)- Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1. Title of Security (Instr. 3) Common Stock, $0.10 par value ("Shares") 2. Transaction Date (Month/Day/Year) 6/22/01 3. Transaction Code (Instr. 8) Code V P 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) Amount (A) or (D) Price 200 A $28.15 5. Amount of Securities Beneficially Owned at End of Month (Instr. 3 and 4) 4,380,478 Page 2 of 7 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) I 7. Nature of Indirect Beneficial Ownership (Instr. 4) See Explanation Table I (B)- Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1. Title of Security (Instr. 3) Common Stock, $0.10 par value ("Shares") 2. Transaction Date (Month/Day/Year) 6/29/01 3. Transaction Code (Instr. 8) Code V P 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) Amount (A) or (D) Price 750,000 A $29.70 5. Amount of Securities Beneficially Owned at End of Month (Instr. 3 and 4) 4,380,478 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) I Page 3 of 7 7. Nature of Indirect Beneficial Ownership (Instr. 4) See Explanation 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) 6.35% Convertible Subordinated Notes due 2008 (the "Notes") 2. Conversion of Exercise Price of Derivative Security - $36,531 3. Transaction Date (Month/Day/Year) - 6/29/01 4. Transaction Code (Instr. 8) Code V P 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 amd 5) (A) (D) $20,000,000 - principal 6. Date Exercisable and Expiration Date (Month/Day/Year) Date Exercisable Expiration Date 6/29/01 7/15/08 Page 4 of 7 7. Title and Amount of Underlying Securities (Instr. 3 and 4) Title Amount or Number of Shares Common Stock, $0.10 par value 547,481 8. Price of Derivative Security (Instr. 5) $20,000,000 9. Number of Derivative Securities Beneficially Owned at End of Month (Instr. 4) $20,000,000 principal 10. Ownership Form of Derivatives Security: Direct (D) or Indirect (I) (Instr. 4) I 11. Nature of Indirect Beneficial Ownership (Instr. 4) See Explanation Explanation of Responses: Assuming future conversion of the Notes into 547,481 Shares, High River Limited Partnership (High River) directly beneficially owns 4,927,959 Shares. As a general partner of High River, Barberry Corp. (Barberry) may be deemed to own beneficially 4,927,959 Shares as to which High River possesses direct beneficial ownership. Mr. Icahn may, by virtue of his ownership of 100% interest in Barberry, be deemed to beneficially own 4,927,959 Shares as to which High River possesses direct beneficial ownership. Each of Mr. Icahn and Barberry disclaim beneficial ownership of such Shares for all other purposes. Ms. Gail Golden, the spouse of Mr. Icahn, directly beneficially owns 12,548 Shares. Mr. Icahn disclaims beneficial ownership of Shares directly beneficially owned by Ms. Golden. ________________________________ July 5, 2001 **Signature of Reporting Person Date Carl C. Icahn **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 provided is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. Page 5 of 7 JOINT FILER INFORMATION Name: High River Limited Partnership Address: 100 South Bedford Road Mt. Kisco, New York 10549 Designated Filer: Carl C. Icahn Issuer: Vector Group, Ltd. Statement for: June, 2001 Signature: Barberry Corp., as General Partner By: _____________________________ Name: Robert J. Mitchell Title: Authorized Signatory Page 6 of 7 JOINT FILER INFORMATION Name: Barberry Corp. Address: 100 South Bedford Road Mt. Kisco, New York 10549 Designated Filer: Carl C. Icahn Issuer: Vector Group, Ltd. Statement of: June, 2001 Signature: Barberry Corp. By: _____________________________ Name: Robert J. Mitchell Title: Authorized Signatory Page 7 of 7