President and CEO Purdy Graham exercised 5,216 shares at a strike of $3.83 and covered exercise/tax liability with 2,394 shares, increasing direct ownership by 1% to 210,654 units (SEC Form 4)
$TPB
Tobacco
Consumer Discretionary
| FORM 4 |
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 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Turning Point Brands, Inc. [ TPB ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/05/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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 | 08/05/2024 | M | 5,216(11) | A | $3.83 | 213,048(11) | D | |||
| Common Stock | 08/05/2024 | F | 2,394(12) | D | $35.46 | 210,654 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (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: 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(2) | $30.46 | (10) | 03/14/2032 | Common Stock | 12,000 | 12,000 | D | ||||||||
| Options(4) | $51.75 | (9) | 02/18/2031 | Common Stock | 9,000 | 9,000 | D | ||||||||
| Options(4) | $14.85 | (8) | 03/18/2030 | Common Stock | 11,000 | 11,000 | D | ||||||||
| Options(4) | $47.58 | (7) | 03/20/2029 | Common Stock | 5,500 | 5,500 | D | ||||||||
| Options(4) | $21.21 | (6) | 03/07/2028 | Common Stock | 8,900 | 8,900 | D | ||||||||
| Options(4) | $15.41 | (5) | 05/17/2027 | Common Stock | 5,000 | 5,000 | D | ||||||||
| Options(1) | $3.83 | 08/05/2024 | M | 5,216 | (3) | 08/08/2024 | Common Stock | 5,216 | $3.83 | 0 | D | ||||
| 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 exercise of 5,216 options granted under Turning Point Brands, Inc,'s 2006 Equity Incentive Plan. The total reported in Column 5 includes 42,922 restricted stock units and 170,126 shares of common stock. |
| 12. The reported transaction involves shares withheld for the payment of taxes and exercise costs related to the options exercised 8/5/2024. |
| /s/ Graham Purdy | 08/06/2024 | |
| ** Signature of Reporting Person | Date | |
| 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||