SEC Form 4 · accession 0001140361-16-071199
Turning Point Brands, Inc. · TPB
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Standard General L.P.
10% Owner
Soohyung Kim
Officer — See Footnote 3 · Director · 10% Owner
Standard General Master Fund L.P.
10% Owner
Standard General Focus Fund L.P.
10% Owner
P STANDARD GENERAL LTD
10% Owner
Period of report
Jun 28, 2016
Accepted (ET)
Jun 29, 2016 · 5:30 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001290677
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, $.01 par value ("Common Stock")F1,F3,F4,F5,F2 | Jun 28, 2016 | M | 938,857 | — | A | 8,499,815 | I | See Footnotes |
| Non-Voting Common Stock, $.01 par value ("Non-Voting Stock")F1,F3,F4,F5,F2 | Jun 28, 2016 | M | 938,857 | — | D | 0 | I | See Footnotes |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Warrants (right to buy)F3,F5,F2 | $0.01 | holding | — | — | — | Jan 13, 2014 | Jan 13, 2021 | Common Stock | 442,558 | 442,558 | I |
Explanation of responses
- F1Shares of Non-Voting Stock were converted into shares of Common Stock on a one-for-one basis upon the determination of the Issuer's Board of Directors in accordance with the Issuer's Certificate of Incorporation.
- F2The 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.
- F3This 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 separately files reports under Section 16.
- F4Represents the conversion of Non-Voting Stock held for the account of the Master Fund.
- F5As of the date of this report, after giving effect to the transaction described herein: (i) 6,214,359 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.