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