Turning Point Brands, Inc. — Director's Dealing 2017

Jun 5, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Turning Point Brands, Inc. (TPB)
CIK: 0001290677
Period of Report: 2017-06-01

Reporting Person: Standard General 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
2017-06-01	Common Stock, $.01 par value ("Common Stock")	J	400000	$16.0127	Acquired	9342373	Indirect
2017-06-01	Common Stock	S	9342373	$16.0127	Disposed	0	Indirect
2017-06-01	Common Stock	J	9842373	$16.0127	Acquired	9842373	Indirect

Footnotes

F1: Shares previously beneficially owned by the Reporting Persons were disposed of pursuant to the terms of a Contribution and Exchange Agreement among Standard Diversified Opportunities Inc. (formerly known as Special Diversified Opportunities Inc.) ("SDOI"), the Reporting Persons and other parties, as previously disclosed in public filings made by SDOI and the Reporting Persons, in exchange for securities of SDOI. For purposes of such transaction, shares of Common Stock were valued at $16.0127 per share (the "Per Share Closing Value").

F2: The securities reported herein are beneficially owned by Standard General L.P. ("Standard General"). 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 neither of the Reporting Persons has a pecuniary interest.

F3: Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of its or his 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.

F4: This Form 4 does not report any pecuniary interest of David Glazek in securities of the Issuer. Mr. Glazek, a director of the Issuer and a partner of Standard General, separately files reports under Section 16.

F5: Shares acquired in partial repayment of a previously disclosed loan agreement. For purposes of such acquisition, the shares of Turning Point common Stock were valued at the Per Share Closing Value.

F6: Shares owned directly by SDOI. SDOI acquired such shares pursuant to the terms of the Contribution and Exchange Agreement described in Footnote (1) above. For purposes of such acquisition, the shares were valued at the Per Share Closing Value. As a result of their beneficial ownership of securities of SDOI, the Reporting Persons may be deemed to beneficially own shares of Common Stock of Turning Point held by SDOI.