SEC Form 4 · accession 0001140361-17-023816
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
Period of report
Jun 1, 2017
Accepted (ET)
Jun 5, 2017 · 5:25 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")F5,F2,F3,F4 | Jun 1, 2017 | J | 400,000 | $16.0127 | A | 9,342,373 | I | See Footnotes |
| Common StockF2,F1,F3,F4 | Jun 1, 2017 | S | 9,342,373 | $16.0127 | D | 0 | I | See Footnotes |
| Common StockF6,F3,F4 | Jun 1, 2017 | J | 9,842,373 | $16.0127 | A | 9,842,373 | I | See Footnotes |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Shares previously beneficially owned by the Reporting Persons were disposed of pursuant to the terms of a Contribution and Exchange Agreement among Standard Diversified Opportunities Inc. (formerly known as Special Diversified Opportunities Inc.) ("SDOI"), the Reporting Persons and other parties, as previously disclosed in public filings made by SDOI and the Reporting Persons, in exchange for securities of SDOI. For purposes of such transaction, shares of Common Stock were valued at $16.0127 per share (the "Per Share Closing Value").
- F2The securities reported herein are beneficially owned by Standard General L.P. ("Standard General"). 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. This 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 neither of the Reporting Persons has a pecuniary interest.
- F3Each 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.
- F4This Form 4 does not report any pecuniary interest of David Glazek in securities of the Issuer. Mr. Glazek, a director of the Issuer and a partner of Standard General, separately files reports under Section 16.
- F5Shares acquired in partial repayment of a previously disclosed loan agreement. For purposes of such acquisition, the shares of Turning Point common Stock were valued at the Per Share Closing Value.
- F6Shares owned directly by SDOI. SDOI acquired such shares pursuant to the terms of the Contribution and Exchange Agreement described in Footnote (1) above. For purposes of such acquisition, the shares were valued at the Per Share Closing Value. As a result of their beneficial ownership of securities of SDOI, the Reporting Persons may be deemed to beneficially own shares of Common Stock of Turning Point held by SDOI.