Turning Point Brands Inc.

06/12/2025 | Press release | Distributed by Public on 06/12/2025 06:45

Amendment to Statement of Changes in Beneficial Ownership (Form 4/A)

FORM 4
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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Cushman Brittani
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, General Counsel
(Last) (First) (Middle)
5201 INTERCHANGE WAY
3. Date of Earliest Transaction (Month/Day/Year)
06/09/2025
(Street)
LOUISVILLE, KY 40229
4. If Amendment, Date Original Filed (Month/Day/Year)
06/11/2025
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
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 06/09/2025 M 7,500 A $13 42,187(10) D
Common Stock 06/09/2025 S 7,500(11) D $75.89 34,687 D
Common Stock 06/10/2025 M 7,500 A $13 42,187(10) D
Common Stock 06/10/2025 S 7,500(11) D $74.36 34,687 D
Common Stock 406.806(12) I By Spouse(1)
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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 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)
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 Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Cushman Brittani
5201 INTERCHANGE WAY
LOUISVILLE, KY 40229
Sr VP, General Counsel

Signatures

/s/ Brittani Cushman 06/12/2025
**Signature of Reporting Person Date

Explanation of Responses:

* 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.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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