Turning Point Brands, Inc. — Director's Dealing 2016

Sep 2, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Turning Point Brands, Inc. (TPB)
CIK: 0001290677
Period of Report: 2016-08-31

Reporting Person: Standard General L.P. (10% Owner)
Reporting Person: Standard General Master Fund L.P. (10% Owner)
Reporting Person: P STANDARD GENERAL LTD (10% Owner)
Reporting Person: Standard General Focus Fund L.P. (10% Owner)
Reporting Person: Kim Soohyung (Director, See Footnote 3, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-08-31	Common Stock, $.01 par value ("Common Stock")	X	442558	$0.01	Acquired	8942373	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-08-31	Warrants (right to buy)	$0.01	X	442558	Disposed	2021-01-13	Common Stock (442558)	Indirect

Footnotes

F1: The securities reported herein are held for the accounts of Standard General Master Fund L.P. (the "Master Fund"), P Standard General Ltd. ("P Standard General") and Standard General Focus Fund L.P. ("Focus Fund"), private investment vehicles for which Standard General L.P. ("Standard General") serves as investment manager. Mr. Kim is a director of the general partner of the general partner of Standard General and Chief Investment Officer of Standard General, and in such capacities may be deemed to indirectly beneficially own the securities reported herein. This Form 4 does not include any securities of the Issuer held by another private investment vehicle for which Standard General provides investment advice but with respect to which none of the Reporting Persons has a pecuniary interest.

F2: Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein, and the inclusion of such securities in this report shall not be deemed an admission of beneficial ownership for purposes of Section 16 or for any other purpose.

F3: As of the date of this report, after giving effect to the transaction described herein: (i) 6,503,966 shares of Common Stock are held for the account of the Master Fund, (ii) 2,228,943 shares of Common Stock are held for the account of P Standard General, and (iii) 209,464 shares of Common Stock are held for the account of Focus Fund.