SEC Form 4 · accession 0001140361-17-023751
Turning Point Brands, Inc. · TPB
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Thomas F. Helms Jr.
Director
Period of report
Jun 1, 2017
Accepted (ET)
Jun 5, 2017 · 2:33 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 StockF2,F3 | Jun 1, 2017 | J | 400,000 | $16.0127 | D | 1,340,062 | I | By Helms Management Corp. |
| Common StockF4,F3 | Jun 1, 2017 | J | 500,000 | — | D | 840,062 | I | By Helms Management Corp. |
| Common Stock | holding | — | — | — | 2,500 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1The 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.
- F2Pursuant 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.
- F3The reporting person is Chairman of and owns all of the voting capital stock of Helms Management Corp.
- F4The 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.