Filing Details

1	Names of Reporting Persons.   Standard General L.P.
2	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)            [ ]
	(b)            [ ]
3	SEC Use Only
4	Source of Funds (See Instructions):   AF
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e): [ ]
6	Citizenship or Place of Organization.   Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		7            Sole Voting Power   0
		8            Shared Voting Power   10,500,771
		9  Sole Dispositive Power   0
		10            Shared Dispositive Power   10,500,771
11	Aggregate Amount Beneficially Owned by Each Reporting Person   10,500,771
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  [ ]
13	Percent of Class Represented by Amount in Row (11)   54.4%
14	Type of Reporting Person (See Instructions)   IA

 

This Amendment No. 6 to Schedule 13D (this “Amendment”) relates to Common Stock, par value $0.01 per share (“Turning Point Common Stock”), of Turning Point Brands, Inc., a Delaware corporation (the “Issuer” or the “Company”).  The address of the principal executive offices of the Issuer is 5201 Interchange Way, Louisville, Kentucky 40229. This Amendment is being filed by each of the Reporting Persons to amend the Schedule 13D that was filed on May 13, 2016 and amended on June 29, 2016, November 25, 2016, March 20, 2017, June 5, 2017, June 14, 2017 and by this Amendment (as so amended, the “Schedule 13D”).  Unless otherwise indicated, all capitalized terms used herein but not defined herein shall have the same meaning as in the Schedule 13D.

 

This amendment is being filed to amend and supplement Items 3, 4, 5, 6 and 7 of the Schedule 13D as follows:

 

Item 3.                Sources and Amount of Funds and Other Consideration

 

On September 5, 2018, one of the private investment funds (the “Master Fund”) managed by Standard General L.P. (“Standard General”) entered into a certain Securities Exchange Agreement (the “Agreement”) with the Standard Diversified Inc. (“Standard Diversified”) and the other parties thereto (collectively, the “IVG Holders”), pursuant to which the Master Fund agreed to purchase on such date 153,079 shares of Turning Point Common Stock from the IVG Holders in exchange for 345,543 shares of Class A Common Stock of Standard Diversified (the “Standard Diversified Shares”).  The closing prices of the Standard Diversified Shares and of the Turning Point Common Stock as of the closing of the transactions contemplated by the Agreement were $15.58 and $34.60, respectively.

 

The foregoing summary is qualified in its entirety by reference to the full text of the Agreement, which is incorporated by reference as Exhibit 99.1 hereto.

 

Item 4.                Purpose of Transaction

 

The information set forth in Item 3 is incorporated herein by reference.

 

Item 5.                Interest in Securities of the Issuer

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

STANDARD GENERAL L.P.   By: /s/ Joseph Mause Name: Joseph Mause Title: Chief Financial Officer     SOOHYUNG KIM   /s/ Soohyung Kim Soohyung Kim