0001140361-16-064358.txt : 20160510 0001140361-16-064358.hdr.sgml : 20160510 20160510172847 ACCESSION NUMBER: 0001140361-16-064358 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160510 FILED AS OF DATE: 20160510 DATE AS OF CHANGE: 20160510 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Turning Point Brands, Inc. CENTRAL INDEX KEY: 0001290677 STANDARD INDUSTRIAL CLASSIFICATION: TOBACCO PRODUCTS [2100] IRS NUMBER: 133961898 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 5201 INTERCHANGE WAY CITY: LOUISVILLE STATE: KY ZIP: 40229 BUSINESS PHONE: (502) 778-4421 MAIL ADDRESS: STREET 1: 5201 INTERCHANGE WAY CITY: LOUISVILLE STATE: KY ZIP: 40229 FORMER COMPANY: FORMER CONFORMED NAME: North Atlantic Holding Company, Inc. DATE OF NAME CHANGE: 20040517 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Standard General Focus Fund L.P. CENTRAL INDEX KEY: 0001463316 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37763 FILM NUMBER: 161637085 BUSINESS ADDRESS: STREET 1: 650 MADISON AVENUE, 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-610-9171 MAIL ADDRESS: STREET 1: 650 MADISON AVENUE, 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Kim Soohyung CENTRAL INDEX KEY: 0001418202 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37763 FILM NUMBER: 161637086 MAIL ADDRESS: STREET 1: C/O STANDARD GENERAL L.P. STREET 2: 767 FIFTH AVENUE, 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10153 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: P STANDARD GENERAL LTD CENTRAL INDEX KEY: 0001611966 STATE OF INCORPORATION: D8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37763 FILM NUMBER: 161637087 BUSINESS ADDRESS: STREET 1: C/O STANDARD GENERAL L.P. STREET 2: 767 FIFTH AVENUE, 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10153 BUSINESS PHONE: 212 257-4701 MAIL ADDRESS: STREET 1: C/O STANDARD GENERAL L.P. STREET 2: 767 FIFTH AVENUE, 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10153 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Standard General Master Fund L.P. CENTRAL INDEX KEY: 0001418203 STATE OF INCORPORATION: E9 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37763 FILM NUMBER: 161637088 BUSINESS ADDRESS: STREET 1: WALKERS SPV LIMITED, WALKER HOUSE STREET 2: MARY STREET CITY: GEORGE TOWN, GRAND CAYMAN STATE: E9 ZIP: KY1-1002 BUSINESS PHONE: 212-257-4701 MAIL ADDRESS: STREET 1: C/O STANDARD GENERAL L.P. STREET 2: 767 FIFTH AVENUE, 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10153 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Standard General L.P. CENTRAL INDEX KEY: 0001409888 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37763 FILM NUMBER: 161637089 BUSINESS ADDRESS: STREET 1: 767 FIFTH AVENUE STREET 2: 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10153 BUSINESS PHONE: 212-257-4701 MAIL ADDRESS: STREET 1: 767 FIFTH AVENUE STREET 2: 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10153 3 1 doc1.xml FORM 3 X0206 3 2016-05-10 0 0001290677 Turning Point Brands, Inc. TPB 0001409888 Standard General L.P. 767 FIFTH AVENUE, 12TH FLOOR NEW YORK NY 10153 0 0 1 0 0001418203 Standard General Master Fund L.P. WALKERS SPV LIMITED, WALKER HOUSE MARY STREET GEORGE TOWN, GRAND CAYMAN E9 KY1-1002 CAYMAN ISLANDS 0 0 1 0 0001611966 P STANDARD GENERAL LTD C/O STANDARD GENERAL L.P. 767 FIFTH AVENUE, 12TH FLOOR NEW YORK NY 10153 0 0 1 0 0001418202 Kim Soohyung C/O STANDARD GENERAL L.P. 767 FIFTH AVENUE, 12TH FLOOR NEW YORK NY 10153 1 1 1 0 See Footnote 3 0001463316 Standard General Focus Fund L.P. C/O STANDARD GENERAL L.P. 767 FIFTH AVENUE, 12TH FLOOR NEW YORK NY 10153 0 0 1 0 Common Stock, $.01 par value ("Common Stock") 1035248 I See Footnotes Non-Voting Common Stock, $.01 par value ("Non-Voting Stock") 938857 I See Footnotes Warrants (right to buy) .01 2014-01-13 2021-01-13 Common Stock 442558 I See Footnotes The securities reported herein are held for the accounts of Standard General Master Fund L.P. (the "Master Fund"), P Standard General Ltd. ("P Standard General"), and Standard General Focus Fund L.P. ("Focus Fund" and, together with the Master Fund and P Standard General, the "Funds"), private investment vehicles for which Standard General L.P. ("Standard General") serves as investment manager. Mr. Kim is a director of the general partner of the general partner of Standard General and Chief Investment Officer of Standard General, and in such capacities may be deemed to indirectly beneficially own the securities reported herein. Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its pecuniary interest in such shares, and the inclusion of such securities in this report shall not be deemed an admission of beneficial ownership for purposes of Section 16 or for any other purpose. Of the securities reported herein, (i) 450,485 shares of Common Stock and 289,607 Warrants are held for the account of the Master Fund, (ii) 556,764 shares of Common Stock and 142,164 Warrants are held for the account of P Standard General, and (iii) 27,999 shares of Common Stock and 10,787 Warrants are held for the account of P Standard General. All of the Non-Voting Stock is held for the account of the Master Fund. This Form 3 does not include any securities of the Issuer held by another private investment vehicle for which Standard General provides investment advice but with respect to which none of the Reporting Persons has a pecuniary interest. This Form 3 also does not include any securities of the Issuer in which David Glazek, a director of the Issuer and a partner of Standard General, may have a pecuniary interest. Mr. Glazek does not exercise investment or voting discretion over securities of the Issuer held by the Funds. Mr. Glazek separately files reports under Section 16. /s/ Standard General L.P. by Standard General Holdings L.P., its general partner, by Standard General S Corp., its general partner, by Soohyung Kim, its director 2016-05-10 /s/ Standard General Master Fund L.P. by Standard General L.P., its investment manager, by Standard General Holdings L.P., its general partner, by Standard General S Corp., its general partner, by Soohyung Kim, its director 2016-05-10 /s/ P Standard General Ltd. by Standard General L.P., its investment manager, by Standard General Holdings L.P., its general partner, by Standard General S Corp., its general partner, by Soohyung Kim, its director 2016-05-10 /s/ Standard General Focus Fund L.P. by Standard General L.P., its investment manager, by Standard General Holdings L.P., its general partner, by Standard General S Corp., its general partner, by Soohyung Kim, its director 2016-05-10 /s/ Soohyung Kim 2016-05-10