SC 13D/A 1 sc13da.htm AMENDMENT NO. 12

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 12)*

Turning Point Brands, Inc.

(Name of Issuer)

Common Stock, $0.01 par value per share

(Title of Class of Securities)

90041L105

(CUSIP Number)

Joseph Mause

Standard General L.P.

767 Fifth Avenue, 12th Floor
New York, NY 10153

Tel. No.: 212-257-4701

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

February 16, 2021

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ]

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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 3,947,056
		9 Sole Dispositive Power 0
		10 Shared Dispositive Power 3,947,056
11	Aggregate Amount Beneficially Owned by Each Reporting Person 3,947,056
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]
13	Percent of Class Represented by Amount in Row (11) 20.7%
14	Type of Reporting Person (See Instructions) IA

1	Names of Reporting Persons. Soohyung Kim
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. United States
Number of Shares Beneficially Owned by Each Reporting Person With		7 Sole Voting Power 0
		8 Shared Voting Power 3,947,056
		9 Sole Dispositive Power 0
		10 Shared Dispositive Power 3,947,056
11	Aggregate Amount Beneficially Owned by Each Reporting Person 3,947,056
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]
13	Percent of Class Represented by Amount in Row (11) 20.7%
14	Type of Reporting Person (See Instructions) IN, HC

AMENDMENT NO. 12 TO SCHEDULE 13D

This Amendment No. 12 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, September 7, 2018, April 9, 2020, July 10, 2020, July 15, 2020, July 21, 2020, November 2, 2020 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 4, 5, 6 and 7 of the Schedule 13D as follows:

Item 4. Purpose of Transaction

On February 16, 2021, the Reporting Persons and Barclays Capital Inc. (the “Underwriter”) entered into an Underwriting Agreement (the “Underwriting Agreement”), under which the Reporting Persons (i) agreed to sell 2,000,000 shares of Turning Point Common Stock to the Underwriter at a price of $56.00 per share, less a $0.55 underwriting discount, in a public offering registered by the Company (the “Public Offering”), and (ii) granted the Underwriter an option for two business days to purchase up to an additional 300,000 shares at such price to cover overallotments. Pursuant to the Underwriting Agreement, the Reporting Persons have agreed, subject to certain exceptions, not to dispose of or hedge any of their Turning Point Common Stock or securities convertible into or exchangeable for shares of Turning Point Common Stock for a period of 75 days without the permission of the representative of the Underwriter. The terms of the Underwriting Agreement, which is filed as Exhibit 99.1 hereto, are incorporated herein by reference.

The above-referenced Public Offering of the 2,000,000 shares of Turning Point Common Stock closed on February 18, 2021.

Item 5. Interest in Securities of the Issuer

(a) and (b) See Items 7-11 of the cover pages and Item 2 of the Schedule 13D.

(c) The Reporting Persons did not effect any transactions in shares of the Issuer’s Common Stock during the sixty day period prior to the filing of this Schedule 13D, other than as described in Item 4.

Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of his or its pecuniary interest therein.

The percentage calculations used herein are based on the statement in the prospectus supplement dated February 16, 2021, as filed by the Company with the Securities and Exchange Commission on February 17, 2021 that there were 19,094,836 shares of Turning Point Common Stock outstanding.

(d) Not applicable.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

The information set forth in Item 4 is incorporated herein by reference. The terms of the Underwriting Agreement, which is filed as Exhibit 99.1 hereto, are incorporated herein by reference.

Item 7. Material to be Filed as Exhibits

Exhibit 99.1

The Underwriting Agreement is incorporated herein by reference to Exhibit 1.1 to the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on February 18, 2021.

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.

Date:

February 18, 2021

STANDARD GENERAL L.P.

By: /s/ Joseph Mause

Name: Joseph Mause

Title: Chief Financial Officer

SOOHYUNG KIM

/s/ Soohyung Kim

Soohyung Kim