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

May 25, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Turning Point Brands, Inc. (TPB)
CIK: 0001290677
Period of Report: 2017-05-24

Reporting Person: Wexler Lawrence (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-05-24	Common Stock	M	4000	$1.06	Acquired	219137	Direct
2017-05-24	Common Stock	S	1758	$16.41	Disposed	217379	Direct
2017-05-25	Common Stock	M	225	$1.06	Acquired	217604	Direct
2017-05-25	Common Stock	S	100	$16.58	Disposed	217504	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-05-24	Options (2007)	$1.06	M	4000	Disposed	2017-09-18	Common Stock (4000)	Direct
2017-05-25	Options (2007)	$1.06	M	225	Disposed	2017-09-18	Common Stock (225)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Options (2017)	$15.41	2027-05-17	Common Stock (16819)	16819	Direct
Options (2014)	$3.83	2024-08-08	Common Stock (4695)	4695	Direct
Options (2008)	$1.06	2018-11-04	Common Stock (31296)	31296	Direct

Footnotes

F1: The options vest and become exercisable as to 34% of the underlying shares on January 1, 2018, 33% of the underlying shares on January 1, 2019 and 33% of the underlying shares on January 1, 2020.

F2: The options vested and became exercisable as to 50% of the underlying shares on August 8, 2014, 25% of the underlying shares on August 8, 2015 and 25% of the underlying shares on August 8, 2016.

F3: The options vested and became exercisable as to 50% of the underlying shares on November 4, 2008, 16.66% of the underlying shares on January 1, 2009, 16.66% of the underlying shares on January 1, 2010 and the remaining 16.66% of the underlying shares on January 1, 2011.

F4: The options vested and became exercisable as to 50% of the underlying shares on September 18, 2007, 16.66% of the underlying shares on January 1, 2008, 16.66% of the underlying shares on January 1, 2009 and the remaining 16.66% of the underlying shares on January 1, 2010.

F5: Granted pursuant to the issuer's 2015 Equity Incentive Plan.

F6: Granted pursuant to the issuer's 2006 Equity Incentive Plan.

F7: Weighted average sale price. On 5/24/2017, the reporting person sold the shares within a range of $16.33 to $16.64. The reporting person will provide upon request by the Commission Staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.