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
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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*
Wigginton Brian

(Last) (First) (Middle)
5201 INTERCHANGE WAY

(Street)
LOUISVILLE KY 40229

(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 10% Owner
X Officer (give title below) Other (specify below)
Sr VP Finance & CAO
3. Date of Earliest Transaction (Month/Day/Year)
02/01/2024
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
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 02/01/2024 A 1,077 A $24.84 7,757(9) D
Common Stock 02/01/2024 F 403 D $24.84 7,354(10) D
Common Stock 02/01/2024 A 48 A $24.84 7,402(11) D
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
Options(7) $30.46 (8) 03/14/2032 Common Stock 2,500 2,500 D
Options(7) $45.05 (6) 05/17/2031 Common Stock 2,500 2,500 D
Options(1) $51.75 (6) 02/18/2031 Common Stock 1,750 1,750 D
Options(1) $14.85 (5) 03/18/2030 Common Stock 2,500 2,500 D
Options(1) $47.58 (2) 03/20/2029 Common Stock 400 400 D
Options(1) $21.21 (3) 03/07/2028 Common Stock 400 400 D
Options(1) $15.41 (4) 05/15/2027 Common Stock 750 750 D
Explanation of Responses:
1. Granted pursuant to the issuer's 2015 Equity Incentive Plan
2. 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.
3. 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.
4. 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.
5. 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.
6. 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.
7. Granted pursuant to the issuer's 2021 Equity Incentive Plan.
8. 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.
9. Represents shares issued upon settlement of performance restricted stock units granted to the reporting person in March 2019. The compensation committee of the Board of Directors determined that the performance criteria were met on February 1, 2024. The total reported in Column 5 includes 4,978 restricted stock units and 2,779 shares of common stock.
10. The reported transaction involves shares withheld for the payment of taxes related to performance restricted stock units that the performance criteria were met on February 1, 2024. The total reported in Column 5 includes 4,978 restricted stock units and 2,376 shares of common stock.
11. The reported transaction involves shares received as dividends related to performance restricted stock units that the performance criteria were met on February 1, 2024. The total reported in Column 5 includes 4,978 restricted stock units and 2,424 shares of common stock
/s/ Brian Wigginton 02/05/2024
** 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).
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