Sec Form 4 Filing - Wexler Lawrence @ Turning Point Brands, Inc. - 2018-09-17

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 Wexler Lawrence 2. Issuer Name and Ticker or Trading Symbol Turning Point Brands, Inc. [ TPB] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President and CEO (Last) (First) (Middle) 393 CARTER STREET 3. Date of Earliest Transaction (MM/DD/YY) 09/17/2018 (Street) CANAAN, CT06840 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 09/17/2018 M 10,432 A $ 1.06 345,328 D Common Stock 09/17/2018 F( 8 ) 4,965 D $ 39.98 ( 7 ) 340,363 D Common Stock 09/18/2018 M 20,864 A $ 1.06 361,227 D Common Stock 09/18/2018 F 9,757 D $ 41.16 351,470 D

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 Options (2008) ( 5 ) $ 1.06 09/17/2018 M 10,432 ( 1 ) 11/04/2018 Common Stock 10,432 $ 0 20,864 D Options (2008) ( 5 ) $ 1.06 09/18/2018 M 20,864 ( 1 ) 11/04/2018 Common Stock 20,864 $ 0 0 D Options (2018) ( 6 ) $ 21.21 ( 4 ) 03/07/2028 Common Stock 26,500 26,500 D Options (2017) ( 6 ) $ 15.41 ( 3 ) 05/17/2027 Common Stock 16,819 16,819 D Options (2014) ( 5 ) $ 3.83 ( 2 ) 08/08/2024 Common Stock 4,695 4,695 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Wexler Lawrence 393 CARTER STREET CANAAN, CT06840 X President and CEO Signatures Lawrence Wexler 09/19/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The options vested and became exercisable as to 50% of the underlying shares on November 4, 2008, 16.66% of the underlying shares on January 1, 2009, 16.66% of the underlying shares on January 1, 2010 and the remaining 16.66% of the underlying shares on January 1, 2011. ( 2 )The options vested and became exercisable as to 50% of the underlying shares on August 8, 2014, 25% of the underlying shares on August 8, 2015 and 25% of the underlying shares on August 8, 2016. ( 3 )The options vest and become exercisable as to 34% of the underlying shares on January 1, 2018, 33% of the underlying shares on January 1, 2019 and 33% of the underlying shares on January 1, 2020. ( 4 )The options vest and become exercisable as to 34% of the underlying shares on January 1, 2019, 33% of the underlying shares on January 1, 2020 and 33% of the underlying shares on January 1, 2021. ( 5 )Granted pursuant to the issuer's 2006 Equity Incentive Plan. ( 6 )Granted pursuant to the issuer's 2015 Equity Incentive Plan. ( 7 )Weighted average sale price. On 9/17/2018, the reporting person sold the shares within a range of $39.71 to $40.24. The reporting person will provide upon request by the Commission Staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price. ( 8 )The shares of common stock were sold by the Reporting Person pursuant to a pre-approved Rule 10b5-1 trading plan to pay the exercise price and tax liability of expiring stock options.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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