Wexler Lawrence Form 4 Turning Point Brands / Lawrence Wexler ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Wexler Lawrence

(Last) (First) (Middle)

393 CARTER STREET

(Street)

CANAAN CT 06840

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Turning Point Brands, Inc. [ TPB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/03/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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								377,378(9)	D

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 Securities Underlying Derivative Security (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: 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 (2021)(5)	$51.75							(8)	02/18/2031	Common Stock	15,900		15,900	D
Options 2020(5)	$14.85							(7)	03/18/2030	Common Stock	20,000		20,000	D
Options (2019)(5)	$47.58							(6)	03/20/2029	Common Stock	35,500		35,500	D
Options (2018)(5)	$21.21							(3)	03/07/2028	Common Stock	26,500		26,500	D
Options (2017)(5)	$15.41							(2)	05/17/2027	Common Stock	16,819		16,819	D
Options (2014)(4)	$3.83							(1)	08/08/2024	Common Stock	4,695		4,695	D
Dividend Equivalent Right	(10)	02/03/2022		A		671(11)		(11)	(11)	Common Stock	671	$0	671	D
Dividend Equivalent Right	(10)	04/29/2022		D			671(12)	(12)	(12)	Common Stock	671	(12)	0	D

Explanation of Responses:

1. The options vested and became exercisable as to 50% of the underlying shares on August 8, 2014, 25% of the underlying shares on August 8, 2015 and 25% of the underlying shares on August 8, 2016.

2. The options vest and become 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.

3. 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.

4. Granted pursuant to the issuer's 2006 Equity Incentive Plan.

5. Granted pursuant to the issuer's 2015 Equity Incentive Plan.

6. 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.

7. 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.

8. 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.

9. The total reported in Column 5 includes 3,475 awarded restricted stock units and 373,903 shares of common stock.

10. Each dividend equivalent right was the economic equivalent of one share of the Company's common stock.

11. In connection with the vesting and settlement of previously-granted performance-based restricted stock units, which settled in shares of the Company's common stock on February 3, 2022, the reporting person acquired 671 fully-vested dividend equivalent rights pursuant to the terms of the applicable award agreement.

12. On April 29, 2022, the dividend equivalent rights were disposed of and cancelled in exchange for a cash payment equal to $22,746.08.

	/s/ Lawrence Wexler	05/03/2022
	** Signature of Reporting Person	Date
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