Turning Point Brands, Inc. — Director's Dealing 2020

Apr 9, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Turning Point Brands, Inc. (TPB)
CIK: 0001290677
Period of Report: 2020-04-07

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
2020-04-07	Common Stock, $.01 par value ("Common Stock")	P	136545	$20.685	Acquired	9978918	Indirect
2020-04-07	Common Stock	J	10095	$20.685	Disposed	95224	Direct
2020-04-07	Common Stock	S	136545	$20.685	Disposed	416534	Indirect

Footnotes

F1: On April 7, 2020, the Reporting Persons purchased all of the membership interests in a subsidiary of Standard Diversified Inc. ("SDI") from SDI on behalf of private investment vehicles referred to below in exchange for shares of Common Stock of the Issuer, which for purposes of the transaction were valued at the volume weighted average closing price of the Common Stock for the five trading days immediately preceding the transaction.

F2: The securities reported herein are beneficially owned by Standard General L.P. ("Standard General") in its capacity as investment manager to private investment vehicles. 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.

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: Represents shares of Common Stock of the Issuer granted by Standard General to David Glazek, a partner of Standard General, which for purposes of the grant were valued at the volume weighted average closing price of the Common Stock for the five trading days immediately preceding the grant date. Mr. Glazek is also a director of the Issuer and, in that capacity, separately files reports under Section 16. This Form 4 does not report any pecuniary interest of Mr. Glazek in securities of the Issuer.

F5: Shares owned directly by SDI. As a result of their beneficial ownership of securities of SDI, the Reporting Persons may be deemed to beneficially own shares of Common Stock of Turning Point held by SDI.

F6: Shares held directly by Standard General.