06/12/2025 | Press release | Distributed by Public on 06/12/2025 06:45
FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Options(9) | $30.46 | (8) | 03/14/2032 | Common Stock | 8,000 | 8,000 | D | ||||||||
Options(2) | $51.75 | (3) | 02/18/2031 | Common Stock | 7,000 | 7,000 | D | ||||||||
Options(2) | $14.85 | (4) | 03/18/2030 | Common Stock | 6,000 | 6,000 | D | ||||||||
Options(2) | $47.58 | (5) | 03/20/2029 | Common Stock | 4,800 | 4,800 | D | ||||||||
Options(2) | $21.21 | (6) | 03/07/2028 | Common Stock | 4,500 | 4,500 | D | ||||||||
Options(2) | $15.41 | (7) | 05/14/2027 | Common Stock | 3,250 | 3,250 | D | ||||||||
Options(2) | $13 | 06/09/2025 | M | 7,500 | (7) | 02/14/2027 | Common Stock | 10,000 | $13 | 2,500 | D | ||||
Options(2) | $13 | 06/10/2025 | M | 7,500 | (7) | 02/14/2027 | Common Stock | 10,000 | $13 | 2,500 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Cushman Brittani 5201 INTERCHANGE WAY LOUISVILLE, KY 40229 |
Sr VP, General Counsel |
/s/ Brittani Cushman | 06/12/2025 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | The reporting person disclaims beneficial ownership of these securities, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership for purposes of Section 16 or for any other purpose. |
(2) | Granted pursuant to the issuer's 2015 Equity Incentive Plan |
(3) | 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. |
(4) | 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. |
(5) | 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. |
(6) | 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. |
(7) | The options vested and became 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. |
(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) | Granted pursuant to the issuer's 2021 Equity Incentive Plan. |
(10) | The reported transaction involved the reporting person's exercise of 7,500 options granted under Turning Point Brands, Inc.'s 2015 Equity Incentive Plan. The total reported in Column 5 includes 9,434 restricted stock units and 32,753 shares of common stock. |
(11) | The reported transaction involved the reporting person's disposition of the exercised 7,500 options granted under Turning Point Brands, Inc.'s 2015 Equity Incentive Plan. |
(12) | The original Form 4, filed on June 11, 2025, is being amended solely to correct an administrative error that incorrectly reported the reporting person's indirect ownership number of units, due to a missed decimal. The total reported in Column 5 is correctly recited as 406.806. |