Sec Form 4 Filing - Standard General L.P. @ Turning Point Brands, Inc. - 2016-06-28

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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Standard General L.P.
2. Issuer Name and Ticker or Trading Symbol
Turning Point Brands, Inc. [ TPB]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
767 FIFTH AVENUE, 12TH FLOOR,
3. Date of Earliest Transaction (MM/DD/YY)
06/28/2016
(Street)
NEW YORK, NY10153
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, $.01 par value ("Common Stock") 06/28/2016 M 938,857 A 8,499,815 I See Footnotes ( 3 ) ( 4 ) ( 5 ) ( 2 )
Non-Voting Common Stock, $.01 par value ("Non-Voting Stock") 06/28/2016 M 938,857 D 0 I See Footnotes ( 3 ) ( 4 ) ( 5 ) ( 2 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Warrants (right to buy) $ 0.01 01/13/2014 01/13/2021 Common Stock 442,558 442,558 I See Footnotes ( 3 ) ( 5 ) ( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Standard General L.P.
767 FIFTH AVENUE, 12TH FLOOR
NEW YORK, NY10153
X
Standard General Master Fund L.P.
WALKERS SPV LIMITED, WALKER HOUSE
MARY STREET
GEORGE TOWN, GRAND CAYMAN, E9KY1-1002
X
P STANDARD GENERAL LTD
C/O STANDARD GENERAL L.P.
767 FIFTH AVENUE, 12TH FLOOR
NEW YORK, NY10153
X
Standard General Focus Fund L.P.
C/O STANDARD GENERAL L.P.
767 FIFTH AVENUE, 12TH FLOOR
NEW YORK, NY10153
X
Kim Soohyung
C/O STANDARD GENERAL L.P.
767 FIFTH AVENUE, 12TH FLOOR
NEW YORK, NY10153
X X See Footnote 3
Signatures
/s/ Standard General L.P. by Joseph Mause, Chief Financial Officer 06/29/2016
Signature of Reporting Person Date
/s/ Standard General Master Fund L.P. by Joseph Mause, Chief Financial Officer of Standard General L.P., its investment manager 06/29/2016
Signature of Reporting Person Date
/s/ P Standard General Ltd. by Joseph Mause, Chief Financial Officer of Standard General L.P., its investment manager 06/29/2016
Signature of Reporting Person Date
/s/ Standard General Focus Fund L.P. by Joseph Mause, Chief Financial Officer of Standard General L.P., its investment manager 06/29/2016
Signature of Reporting Person Date
/s/ Soohyung Kim 06/29/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Shares 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.
( 2 )The 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.
( 3 )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 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.
( 4 )Represents the conversion of Non-Voting Stock held for the account of the Master Fund.
( 5 )As 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.

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