Amendment: SEC Form SC 13D/A filed by Vector Group Ltd.

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13D/A

INFORMATION TO BE INCLUDED IN STATEMENT FILED PURSUANT TO § 240.13d-1(a)

AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a)

(Amendment No. 11)*

VECTOR GROUP LTD.

(Name of Issuer)

Common Stock, par value $0.10 per share

(Title of Class of Securities)

92240M108

(CUSIP Number)

J. Bryant Kirkland III

Senior Vice President, Treasurer and Chief Financial Officer

4400 Biscayne Boulevard

Miami, Florida 33137

(305)-579-8000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

October 5, 2024

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note. Schedules filed in paper format shall include a signed original and five copies of the Schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 92240M108

CUSIP No. 92240M108

CUSIP No. 92240M108

CUSIP No. 92240M108

SCHEDULE 13D/A

AMENDMENT NO. 11 TO SCHEDULE 13D

This Amendment No. 11 to Schedule 13D (this “Amendment”) amends and supplements certain Items of the Schedule 13D filed by Phillip Frost, M.D., an individual (“Frost”), and Frost Gamma Investments Trust, a trust organized under the laws of Florida (the “Gamma Trust”), with the Securities and Exchange Commission (the “SEC”) on July 20, 2006, as amended by Amendment No. 1 thereto filed by Frost, the Gamma Trust, Frost Nevada Investments Trust, a trust organized under the laws of Florida (the “Nevada Trust”), and Patricia Frost (“Mrs. Frost”), with the SEC on March 24, 2009 and as further amended by Amendment No. 2 thereto filed by Frost, the Gamma Trust, the Nevada Trust and Mrs. Frost with the SEC on May 15, 2009, as further amended by Amendment No. 3 thereto filed by Frost, the Gamma Trust, the Nevada Trust and Mrs. Frost with the SEC on November 25, 2011, as further amended by Amendment No. 4 thereto filed by Frost, the Gamma Trust, the Nevada Trust and Mrs. Frost with the SEC on April 3, 2014, as further amended by Amendment No. 5 thereto filed by Frost, the Gamma Trust, the Nevada Trust and Mrs. Frost with the SEC on November 17, 2014, as further amended by Amendment No. 6 thereto filed by Frost, the Gamma Trust, the Nevada Trust and Mrs. Frost with the SEC on February 4, 2015, as further amended by Amendment No. 7 thereto filed by Frost, the Gamma Trust, the Nevada Trust and Mrs. Frost with the SEC on December 11, 2018, as further amended by Amendment No. 8 thereto filed by Frost, the Gamma Trust, the Nevada Trust, and Mrs. Frost with the SEC on February 14, 2019, as further amended by Amendment No. 9 thereto filed by Frost, the Gamma Trust, the Nevada Trust, and Mrs. Frost with the SEC on December 10, 2019 and as further amended by Amendment No. 10 thereto filed by Frost, the Gamma Trust, the Nevada Trust, and Mrs. Frost with the SEC on October 1, 2024 (collectively, the “Reporting Persons”) with respect to the common stock, par value $0.10 per share (the “Common Shares”), of Vector Group Ltd., a Delaware corporation (the “Issuer”), (together, the “Original 13D”), by furnishing the information set forth below. Except as set forth below, all previous Items are unchanged. Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Original 13D.

All information in this Amendment to the Schedule 13D concerning the Common Shares has been adjusted to give effect to the annual 5% stock dividends paid to stockholders of the Company since 1999.

Item 3. Source and Amount of Funds or Other Consideration.

Not applicable.

Item 4. Purpose of Transaction.

JTI (US) Holding Inc. (the “Acquirer”) completed an acquisition of the Company on October 7, 2024, following a tender offer, initially announced on August 21, 2024 (the “Transaction”). The tender offer period, initiated on September 4, 2024, expired at one minute after 11:59 P.M. Eastern Daylight Time (EDT) on October 4, 2024, and the Acquirer accepted all tendered Common Shares. The price per Common Share tendered was $15.00 in cash. Following a statutory merger on October 7, 2024, the Company became a wholly owned subsidiary of the Acquirer and was delisted from the New York Stock Exchange on October 7, 2024. Accordingly, the Reporting Persons ceased to beneficially own any securities of the Company.

The foregoing description of the Transaction is qualified in its entirety by reference to the Current Report on Form 8-K filed by the Company with the SEC on October 7, 2024.

Item 5. Interest in Securities of the Issuer

(a)-(b) Items 5(a) and 5(b) are hereby deleted in their entirety and replaced with the following:

The Reporting Persons may be deemed to beneficially own Common Shares as follows:

Items 5 (c) and (e) are hereby amended and restated as follows:

(c)        Except as described in Item 4, the Reporting Person has not entered into or effected any transactions in the securities of the Company during the past 60 days.

(e)       As of October 5, 2024, the Reporting Person ceased to beneficially own more than 5% of the outstanding Common Stock of the Company.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: October 15, 2024