Luis Reformina Form 4/A Turning Point Brands / Luis Reformina 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^*

Reformina Luis

(Last) (First) (Middle)

5201 INTERCHANGE WAY

(Street)

LOUISVILLE KY 40229

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Sr VP, CFO

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)
03/05/2024

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	03/01/2024		A		1,599	A	$26.52	9,577(7)	D
Common Stock	03/01/2024		F		592	D	$26.52	8,985(8)	D
Common Stock	03/01/2024		A		5,588	A	$26.52	14,573(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(5)	$30.46							(6)	03/14/2032	Common Stock	4,000		4,000	D
Options(1)	$47.76							(4)	05/03/2031	Common Stock	12,000		12,000	D
Options(1)	$51.75							(4)	02/18/2031	Common Stock	4,500		4,500	D
Options(1)	$14.85							(3)	03/18/2030	Common Stock	4,000		4,000	D
Options(1)	$20.89							(2)	10/24/2029	Common Stock	25,000		25,000	D

Explanation of Responses:

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

2. 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.

3. 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.

4. 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.

5. Granted pursuant to the issuer's 2021 Equity Incentive Plan.

6. 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.

7. Represents shares issued upon settlement of performance restricted stock units granted to the reporting person in May 2023. The compensation committee of the Board of Directors determined that the performance criteria were met on March 1, 2024. The total reported in Column 5 includes 7,328 restricted stock units and 2,249 shares of common stock.

8. The reported transaction involves shares withheld for the payment of taxes related to performance restricted stock units that the performance criteria were met on March 1, 2024. The total reported in Column 5 includes 7,328 restricted stock units and 1,657 shares of common stock.

9. The reported transaction involved the reporting person's receipt of a grant of 5,588 restricted stock units under Turning Point Brands, Inc,'s 2021 Equity Incentive Plan. The total reported in Column 5 includes 12,916 awarded restricted stock units and 1,657 shares of common stock.

	/s/ Luis Reformina	03/05/2024
	** Signature of Reporting Person	Date
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