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

May 12, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Turning Point Brands, Inc. (TPB)
CIK: 0001290677
Period of Report: 2016-05-10

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
2016-05-10	Common Stock, $.01 par value ("Common Stock")	P	2927654	$10.00	Acquired	3962902	Indirect
2016-05-10	Common Stock, $.01 par value ("Common Stock")	P	2728262	—	Acquired	6691164	Indirect
2016-05-10	Common Stock, $.01 par value ("Common Stock")	P	869794	—	Acquired	7560958	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Non-Voting Common Stock, $.01 par value ("Non-Voting Stock")	938857	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Warrants (right to buy)	$0.01	2021-01-13	Common Stock (442558)	442558	Indirect

Footnotes

F1: The securities reported herein are held for the accounts of Standard General Master Fund L.P. (the "Master Fund") and P Standard General Ltd. ("P Standard General"), and Standard General Focus Fund L.P. ("Focus Fund" and, together with the Master Fund and P Standard General, the "Funds"), 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. Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its pecuniary interest in such shares, 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.

F2: 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. This Form 4 also does not include any securities of the Issuer in which David Glazek, a director of the Issuer and a partner of Standard General, may have a pecuniary interest. Mr. Glazek does not exercise investment or voting discretion over securities of the Issuer held by the Funds. Mr. Glazek separately files reports under Section 16.

F3: Represents 2,224,961, 619,839 and 82,854 shares of Common Stock purchased for the accounts of the Master Fund, P Standard General and Focus Fund, respectively.

F4: Pursuant to an agreement with the Issuer, the Reporting Persons agreed, effective upon the date of the Issuer's initial public offering of shares of Common Stock, to exchange PIK Toggle Notes having a principal value plus accrued but unpaid interest of approximately $25,372,837 and 7% Senior Notes having a principal value plus accrued but unpaid interest of approximately $8,697,940 into the number of shares of Common Stock reported herein.

F5: Represents 2,073,427, 577,624 and 77,211 shares of Common Stock acquired for the accounts of the Master Fund, P Standard General and Focus Fund, respectively, upon the exchange of PIK Toggle Notes.

F6: Represents 526,629, 332,552 and 10,613 shares of Common Stock acquired for the accounts of the Master Fund, P Standard General and Focus Fund, respectively, upon the exchange of 7% Senior Notes.

F7: As of the date of this report, after giving effect to the transactions described herein: (i) 5,275,502 shares of Common Stock and 289,607 Warrants are held for the account of the Master Fund, (ii) 2,086,779 shares of Common Stock and 142,164 Warrants are held for the account of P Standard General, and (iii) 198,677 shares of Common Stock and 10,787 Warrants are held for the account of Focus Fund. All of the Non-Voting Stock is held for the account of the Master Fund.