0001140361-16-064890.txt : 20160512
0001140361-16-064890.hdr.sgml : 20160512
20160512172349
ACCESSION NUMBER: 0001140361-16-064890
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20160510
FILED AS OF DATE: 20160512
DATE AS OF CHANGE: 20160512
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Turning Point Brands, Inc.
CENTRAL INDEX KEY: 0001290677
STANDARD INDUSTRIAL CLASSIFICATION: TOBACCO PRODUCTS [2100]
IRS NUMBER: 133961898
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 5201 INTERCHANGE WAY
CITY: LOUISVILLE
STATE: KY
ZIP: 40229
BUSINESS PHONE: (502) 778-4421
MAIL ADDRESS:
STREET 1: 5201 INTERCHANGE WAY
CITY: LOUISVILLE
STATE: KY
ZIP: 40229
FORMER COMPANY:
FORMER CONFORMED NAME: North Atlantic Holding Company, Inc.
DATE OF NAME CHANGE: 20040517
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Standard General Focus Fund L.P.
CENTRAL INDEX KEY: 0001463316
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37763
FILM NUMBER: 161645039
BUSINESS ADDRESS:
STREET 1: 650 MADISON AVENUE, 26TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: 212-610-9171
MAIL ADDRESS:
STREET 1: 650 MADISON AVENUE, 26TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: P STANDARD GENERAL LTD
CENTRAL INDEX KEY: 0001611966
STATE OF INCORPORATION: D8
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37763
FILM NUMBER: 161645040
BUSINESS ADDRESS:
STREET 1: C/O STANDARD GENERAL L.P.
STREET 2: 767 FIFTH AVENUE, 12TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10153
BUSINESS PHONE: 212 257-4701
MAIL ADDRESS:
STREET 1: C/O STANDARD GENERAL L.P.
STREET 2: 767 FIFTH AVENUE, 12TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10153
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Standard General Master Fund L.P.
CENTRAL INDEX KEY: 0001418203
STATE OF INCORPORATION: E9
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37763
FILM NUMBER: 161645041
BUSINESS ADDRESS:
STREET 1: WALKERS SPV LIMITED, WALKER HOUSE
STREET 2: MARY STREET
CITY: GEORGE TOWN, GRAND CAYMAN
STATE: E9
ZIP: KY1-1002
BUSINESS PHONE: 212-257-4701
MAIL ADDRESS:
STREET 1: C/O STANDARD GENERAL L.P.
STREET 2: 767 FIFTH AVENUE, 12TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10153
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Standard General L.P.
CENTRAL INDEX KEY: 0001409888
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37763
FILM NUMBER: 161645042
BUSINESS ADDRESS:
STREET 1: 767 FIFTH AVENUE
STREET 2: 12TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10153
BUSINESS PHONE: 212-257-4701
MAIL ADDRESS:
STREET 1: 767 FIFTH AVENUE
STREET 2: 12TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10153
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Kim Soohyung
CENTRAL INDEX KEY: 0001418202
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37763
FILM NUMBER: 161645043
MAIL ADDRESS:
STREET 1: C/O STANDARD GENERAL L.P.
STREET 2: 767 FIFTH AVENUE, 12TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10153
4
1
doc1.xml
FORM 4
X0306
4
2016-05-10
0
0001290677
Turning Point Brands, Inc.
TPB
0001409888
Standard General L.P.
767 FIFTH AVENUE, 12TH FLOOR
NEW YORK
NY
10153
0
0
1
0
0001418203
Standard General Master Fund L.P.
WALKERS SPV LIMITED, WALKER HOUSE
MARY STREET
GEORGE TOWN, GRAND CAYMAN
E9
KY1-1002
CAYMAN ISLANDS
0
0
1
0
0001611966
P STANDARD GENERAL LTD
C/O STANDARD GENERAL L.P.
767 FIFTH AVENUE, 12TH FLOOR
NEW YORK
NY
10153
0
0
1
0
0001463316
Standard General Focus Fund L.P.
C/O STANDARD GENERAL L.P.
767 FIFTH AVENUE, 12TH FLOOR
NEW YORK
NY
10153
0
0
1
0
0001418202
Kim Soohyung
C/O STANDARD GENERAL L.P.
767 FIFTH AVENUE, 12TH FLOOR
NEW YORK
NY
10153
1
1
1
0
See Footnote 3
Common Stock, $.01 par value ("Common Stock")
2016-05-10
4
P
0
2927654
10.00
A
3962902
I
See Footnotes
Common Stock, $.01 par value ("Common Stock")
2016-05-10
4
P
0
2728262
A
6691164
I
See Footnotes
Common Stock, $.01 par value ("Common Stock")
2016-05-10
4
P
0
869794
A
7560958
I
See Footnotes
Non-Voting Common Stock, $.01 par value ("Non-Voting Stock")
938857
I
See Footnotes
Warrants (right to buy)
0.01
2014-01-13
2021-01-13
Common Stock
442558
442558
I
See Footnotes
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.
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.
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.
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.
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.
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.
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
2016-05-12
/s/ Standard General Master Fund L.P. by Joseph Mause, Chief Financial Officer of Standard General L.P., its investment manager
2016-05-12
/s/ P Standard General Ltd. by Joseph Mause, Chief Financial Officer of Standard General L.P., its investment manager
2016-05-12
/s/ Standard General Focus Fund L.P. by Joseph Mause, Chief Financial Officer of Standard General L.P., its investment manager
2016-05-12
/s/ Soohyung Kim
2016-05-12