UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
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)
June 9, 2017
(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).
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1
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Names of Reporting Persons.
Standard General L.P.
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) [ ]
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(b) [ ]
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3
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SEC Use Only
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4
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Source of Funds (See Instructions):
AF
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5
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Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e):
[ ]
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6
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Citizenship or Place of Organization.
Delaware
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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7 Sole Voting Power
0
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8 Shared Voting Power
9,947,692
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9 Sole Dispositive Power
0
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10 Shared Dispositive Power
9,947,692
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
9,947,692
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12
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]
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13
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Percent of Class Represented by Amount in Row (11)
52.8%
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14
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Type of Reporting Person (See Instructions)
IA
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1
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Names of Reporting Persons.
Soohyung Kim
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) [ ]
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(b) [ ]
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3
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SEC Use Only
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4
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Source of Funds (See Instructions):
AF
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5
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Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e):
[ ]
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6
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Citizenship or Place of Organization.
United States
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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7 Sole Voting Power
0
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8 Shared Voting Power
9,947,692
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9 Sole Dispositive Power
0
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10 Shared Dispositive Power
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
9,947,692
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12
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]
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13
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Percent of Class Represented by Amount in Row (11)
52.8%
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14
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Type of Reporting Person (See Instructions)
IN, HC
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AMENDMENT NO. 5 TO SCHEDULE 13D
Item 1. Security and Issuer
This Amendment No. 5 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 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 Item 5 of the Schedule 13D as follows:
Item 5. Interest in Securities of the Issuer
(a), (b), (c) and (d) See Items 7-11 of the cover pages and Item 2 of the Schedule 13D. As of June 9, 2017, Standard General and Fort George terminated the
ir sub-advisory
relationship.
On such date, in payment of a fee owed to Standard General, Fort George agreed to deliver to Standard General 105,319 shares of Turning Point Common Stock valued, for such purpose, at $16.60 per share. The number of shares of Turning Point Common Stock reported herein as beneficially owned by Standard General no longer includes shares held for the account of Fort George.
Of the shares of Turning Point Common Stock reported herein as beneficially owned by Standard General, 105,319 shares are owned by Standard General and 9,842,373 shares are owned by Standard Diversified Opportunities Inc. ("SDOPA"). As previously reported, as a result of their beneficial ownership of a majority of the outstanding voting securities of SDOPA, the Reporting Persons may be deemed to share voting and investment power over the Turning Point Common Stock held by SDOPA. Each of the Reporting Persons disclaims such beneficial ownership except to the extent of his or its pecuniary interest therein. Any reports or other information filed or required to be filed by SDOPA shall be the responsibility of SDOPA and not of the Reporting Persons.
The percentage calculations used herein are based on the statement in the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017, as filed with the Securities and Exchange Commission on May 11, 2017, that there were 18,845,031 shares of Turning Point common Stock outstanding at May 8, 2017.
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: June 14, 2017
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STANDARD GENERAL L.P.
By: /s/ Joseph Mause
Name: Joseph Mause
Title: Chief Financial Officer
SOOHYUNG KIM
/s/ Soohyung Kim
Soohyung Kim
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