X0306 4 2016-06-28 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") 2016-06-28 4 M 0 938857 A 8499815 I See Footnotes Non-Voting Common Stock, $.01 par value ("Non-Voting Stock") 2016-06-28 4 M 0 938857 D 0 I See Footnotes Warrants (right to buy) 0.01 2014-01-13 2021-01-13 Common Stock 442558 442558 I See Footnotes Shares of Non-Voting Stock were converted into shares of Common Stock on a one-for-one basis upon the determination of the Issuer's Board of Directors in accordance with the Issuer's Certificate of Incorporation. 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 separately files reports under Section 16. Represents the conversion of Non-Voting Stock held for the account of the Master Fund. As of the date of this report, after giving effect to the transaction described herein: (i) 6,214,359 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. /s/ Standard General L.P. by Joseph Mause, Chief Financial Officer 2016-06-29 /s/ Standard General Master Fund L.P. by Joseph Mause, Chief Financial Officer of Standard General L.P., its investment manager 2016-06-29 /s/ P Standard General Ltd. by Joseph Mause, Chief Financial Officer of Standard General L.P., its investment manager 2016-06-29 /s/ Standard General Focus Fund L.P. by Joseph Mause, Chief Financial Officer of Standard General L.P., its investment manager 2016-06-29 /s/ Soohyung Kim 2016-06-29