SEC Form 4 · accession 0001140361-17-023819
STANDARD DIVERSIFIED INC. · SDI
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 · 5:26 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000911649
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $0.01 (Common Stock)F1,F3,F5 | Jun 1, 2017 | J | 7,255,048 | — | D | 0 | I | See Footnotes |
| Class A Common Stock, par value $0.01 (Class A Common Stock)F1,F3,F5 | Jun 1, 2017 | J | 290,202 | — | A | 290,202 | I | See Footnotes |
| Class A Common StockF2,F3,F5 | Jun 1, 2017 | P$0 | 6,962,394 | — | A | 7,252,596 | I | See Footnotes |
| Class B Common Stock, par value $0.01 (Class B Common Stock)F4,F3,F5 | Jun 2, 2017 | J | 7,252,596 | — | A | 7,252,596 | I | See Footnotes |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Pursuant to a reclassification exempt under Rule 16b-7, every twenty-five shares of Common Stock were reclassified into one share of Class A Common Stock.
- F2Represents shares of Class A Common Stock acquired pursuant to the terms of a Contribution and Exchange Agreement among the Issuer, the Reporting Persons and other parties, as previously discussed in public filings by the Issuer and the Reporting Persons, in exchange for shares of Common Stock of Turning Point Brands, Inc. For purposes of such transaction, shares of Class A Common Stock were valued at $21.4864 per share.
- F3The 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. Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or his 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.
- F4Represents shares of Class B Common Stock issued pursuant to a stock dividend exempt under Rule 16b-9.
- F5This 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.