SEC Form 4

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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Standard General L.P. (Last) (First) (Middle) 767 FIFTH AVENUE, 12TH FLOOR (Street) NEW YORK NY 10153 (City) (State) (Zip)	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)
	3. Date of Earliest Transaction (Month/Day/Year) 05/10/2016
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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, $.01 par value ("Common Stock")	05/10/2016		P		2,927,654	A	$10	3,962,902	I	See Footnotes(1)(2)(3)
Common Stock, $.01 par value ("Common Stock")	05/10/2016		P		2,728,262	A	(4)	6,691,164	I	See Footnotes(1)(2)(4)(5)
Common Stock, $.01 par value ("Common Stock")	05/10/2016		P		869,794	A	(4)	7,560,958	I	See Footnotes(1)(2)(4)(6)(7)
Non-Voting Common Stock, $.01 par value ("Non-Voting Stock")								938,857	I	See Footnotes(1)(2)(7)

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 (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
Warrants (right to buy)	$0.01							01/13/2014	01/13/2021	Common Stock	442,558		442,558	I	See Footnotes(1)(2)(7)

1. Name and Address of Reporting Person* Standard General L.P. (Last) (First) (Middle) 767 FIFTH AVENUE, 12TH FLOOR (Street) NEW YORK NY 10153 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Standard General Master Fund L.P. (Last) (First) (Middle) WALKERS SPV LIMITED, WALKER HOUSE MARY STREET (Street) GEORGE TOWN, GRAND CAYMAN E9 KY1-1002 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* P STANDARD GENERAL LTD (Last) (First) (Middle) C/O STANDARD GENERAL L.P. 767 FIFTH AVENUE, 12TH FLOOR (Street) NEW YORK NY 10153 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Standard General Focus Fund L.P. (Last) (First) (Middle) C/O STANDARD GENERAL L.P. 767 FIFTH AVENUE, 12TH FLOOR (Street) NEW YORK NY 10153 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Kim Soohyung (Last) (First) (Middle) C/O STANDARD GENERAL L.P. 767 FIFTH AVENUE, 12TH FLOOR (Street) NEW YORK NY 10153 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner X Officer (give title below) Other (specify below) See Footnote 3

Explanation of Responses:

1. 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.

2. 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 does not exercise investment or voting discretion over securities of the Issuer held by the Funds. Mr. Glazek separately files reports under Section 16.

3. Represents 2,224,961, 619,839 and 82,854 shares of Common Stock purchased for the accounts of the Master Fund, P Standard General and Focus Fund, respectively.

4. Pursuant to an agreement with the Issuer, the Reporting Persons agreed, effective upon the date of the Issuer's initial public offering of shares of Common Stock, to exchange PIK Toggle Notes having a principal value plus accrued but unpaid interest of approximately $25,372,837 and 7% Senior Notes having a principal value plus accrued but unpaid interest of approximately $8,697,940 into the number of shares of Common Stock reported herein.

5. Represents 2,073,427, 577,624 and 77,211 shares of Common Stock acquired for the accounts of the Master Fund, P Standard General and Focus Fund, respectively, upon the exchange of PIK Toggle Notes.

6. Represents 526,629, 332,552 and 10,613 shares of Common Stock acquired for the accounts of the Master Fund, P Standard General and Focus Fund, respectively, upon the exchange of 7% Senior Notes.

7. As of the date of this report, after giving effect to the transactions described herein: (i) 5,275,502 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. All of the Non-Voting Stock is held for the account of the Master Fund.

	/s/ Standard General L.P. by Joseph Mause, Chief Financial Officer	05/12/2016
	/s/ Standard General Master Fund L.P. by Joseph Mause, Chief Financial Officer of Standard General L.P., its investment manager	05/12/2016
	/s/ P Standard General Ltd. by Joseph Mause, Chief Financial Officer of Standard General L.P., its investment manager	05/12/2016
	/s/ Standard General Focus Fund L.P. by Joseph Mause, Chief Financial Officer of Standard General L.P., its investment manager	05/12/2016
	/s/ Soohyung Kim	05/12/2016
	** Signature of Reporting Person	Date
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* 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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