Sec Form 4 Filing - Purdy Graham @ Turning Point Brands, Inc. - 2022-03-14

Insider filing report for Changes in Beneficial Ownership
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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
Purdy Graham
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 _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Operating Officer
(Last) (First) (Middle)
5201 INTERCHANGE WAY
3. Date of Earliest Transaction (MM/DD/YY)
03/14/2022
(Street)
LOUISVILLE, KY40229
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 03/14/2022 A 2,500 A $ 0 138,984( 11 ) 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 (2022)( 2 ) $ 30.46 03/14/2022 A 12,000 ( 10 ) 03/14/2032 Common Stock 12,000 $ 0 12,000 D
Options (2021)( 4 ) $ 51.75 ( 9 ) 02/18/2031 Common Stock 9,000 9,000 D
Options (2020)( 4 ) $ 14.85 ( 8 ) 03/18/2030 Common Stock 11,000 11,000 D
Options (2019)( 4 ) $ 47.58 ( 7 ) 03/20/2029 Common Stock 5,500 5,500 D
Options (2018)( 4 ) $ 21.21 ( 6 ) 03/07/2028 Common Stock 8,900 8,900 D
Options (2017)( 4 ) $ 15.41 ( 5 ) 05/17/2027 Common Stock 5,000 5,000 D
Options (2014)( 1 ) $ 3.83 ( 3 ) 08/08/2024 Common Stock 5,216 5,216 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Purdy Graham
5201 INTERCHANGE WAY
LOUISVILLE, KY40229
Chief Operating Officer
Signatures
/s/ Graham Purdy 03/16/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Granted pursuant to the issuer's 2006 Equity Plan
( 2 )Granted pursuant to the issuer's 2021 Equity Incentive Plan.
( 3 )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.
( 4 )Granted pursuant to the issuer's 2015 Equity Incentive Plan.
( 5 )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.
( 6 )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.
( 7 )The options vest and become exercisable as to 34% of the underlying shares on January 1, 2020, 33% of the underlying shares on January 1, 2021 and 33% of the underlying shares on January 1, 2022.
( 8 )The options vest and become exercisable as to 34% of the underlying shares on January 1, 2021, 33% of the underlying shares on January 1, 2022, and 33% of the underlying shares on January 1, 2023.
( 9 )The options vest and become exercisable as to 34% of the underlying shares on January 1, 2022, 33% of the underlying shares on January 1, 2023, and 33% of the underlying shares on January 1, 2024.
( 10 )The options vest and become exercisable as to 34% of the underlying shares on January 1, 2023, 33% of the underlying shares on January 1, 2024, and 33% of the underlying shares on January 1, 2025.
( 11 )The reported transaction involved the reporting person's receipt of a grant of 2,500 restricted stock units under Turning Point Brands, Inc,'s 2021 Equity Incentive Plan. The total reported in Column 5 includes the newly 2,500 awarded restricted stock units and 136,484 shares of common stock.

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