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: Helms Thomas F. Jr. (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-06-01	Common Stock	J	400000	$16.0127	Disposed	1340062	Indirect
2017-06-01	Common Stock	J	500000	—	Disposed	840062	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2500	Direct

Footnotes

F1: The reporting person used 400,000 shares of issuer common stock as partial payment of a loan made to the reporting person and Helms Management Corp.

F2: Pursuant to an agreement between the reporting person and the lender, the price per share of the 400,000 shares of issuer common stock used to pay down a portion of the loan was calculated as the 30-calendar day trailing volume weighted average price of the issuer's common stock on the date of payment.

F3: The reporting person is Chairman of and owns all of the voting capital stock of Helms Management Corp.

F4: The reporting person exchanged 500,000 shares of issuer common stock for 372,624 shares of Class A common stock of Standard Diversified Opportunities Inc., a Delaware corporation ("SDOI"). The exchange ratio used to establish the number of shares of Class A common stock to be issued by SDOI in exchange for the 500,000 shares of issuer common stock was determined by dividing the 30-calendar day trailing volume weighted average price of the issuer's common stock by SDOI's pro forma book value per share, in each case, calculated as of June 1, 2017, the date of the exchange.