CUSIP No. 90041L105
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1
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NAMES OF REPORTING PERSONS
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Standard Diversified Inc.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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(b)
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☒
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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)
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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9,978,918
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8
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SHARED VOTING POWER
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0
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9
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SOLE DISPOSITIVE POWER
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9,978,918
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10
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SHARED DISPOSITIVE POWER
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0 |
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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9,978,918
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12
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CHECK BOX 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)
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50.6% (1)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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Item 2. |
Identity and Background
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Item 3. |
Source and Amount of Funds or Other Consideration
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Item 4. |
Purpose of Transaction
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Item 5. |
Interest in Securities of the Issuer
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Name
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Sole
Voting Power
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Shared
Voting Power
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Sole
Dispositive
Power
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Shared
Dispositive
Power |
Percentage
Ownership
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Ian Estus
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0
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0
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0
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0
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--
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Gregory H.A. Baxter (1)
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47,933
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0
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47,933
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0
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*
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Edward J. Sweeney
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0
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0
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0
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0
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--
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Thomas Helms (2)
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198,062
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0
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198,062
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0
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1.0
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%
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David Wurzer
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0
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0
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0
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0
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--
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David Glazek (3)
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0
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0
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0
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0
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--
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Bradford A. Tobin
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0
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0
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0
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0
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--
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Arnold Zimmerman
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2,097
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0
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2,097
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0
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--
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Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
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Item 7. |
Material to Be Filed as Exhibits
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Exhibit 99.1 |
Membership Interest Purchase Agreement, dated as of April 7, 2020, by and between Billboards LLC and Standard Diversified Inc. (Filed as Exhibit 2.1 to the Current Report on Form 8-K of Standard Diversified Inc. filed with the
Securities and Exchange Commission on April 8, 2020 and incorporated herein by reference.)
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Dated: April 13, 2020
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STANDARD DIVERSIFIED INC.
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By:
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/s/ Bradford A. Tobin
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Name: Bradford A. Tobin
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Title: Secretary and General Counsel
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Name
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Present Principal Employment
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Business Address
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Executive Officers*
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Gregory H.A. Baxter
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Executive Chairman of the Board of Directors of the Reporting Person and Interim Chief Operating Officer
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c/o Standard Diversified Inc.
767 5th Avenue, 12th Floor
New York, NY 10153
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Edward J. Sweeney
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Philadelphia Office Co-Managing Partner, CFGI and Interim Chief Financial Officer of the Reporting Person
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c/o Standard Diversified Inc.
767 5th Avenue, 12th Floor
New York, NY 10153
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Bradford A. Tobin
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Secretary and General Counsel of the Reporting Person
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c/o Standard Diversified Inc.
767 5th Avenue, 12th Floor
New York, NY 10153
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Directors*
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Ian Estus
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Employee of Standard Diversified Inc.; Partner at Estus Outdoor Advertising
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See above
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Gregory H.A. Baxter
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See above
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See above
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Thomas F. Helms, Jr.
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Retired; former Chairman and CEO of Turning Point Brands, Inc.
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c/o Standard Diversified Inc.
767 5th Avenue, 12th Floor
New York, NY 10153
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David M. Wurzer
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Executive Vice President and Chief Investment Officer – Connecticut Innovations
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c/o Standard Diversified Inc.
767 5th Avenue, 12th Floor
New York, NY 10153
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David Glazek
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Partner of Standard General L.P.
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c/o Standard Diversified Inc.
767 5th Avenue, 12th Floor
New York, NY 10153
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Arnold Zimmerman
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President of Catchers Mitt LLC, a marketing consulting company focused on personal care products.
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c/o Standard Diversified Inc.
767 5th Avenue, 12th Floor
New York, NY 10153
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Control Persons*
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Standard General, L.P.
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--
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Standard General L.P.
767 Fifth Avenue, 12th Floor
New York, NY 10153
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Mr. Soohyung Kim
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Director of the general partner of the general partner of Standard General and Chief Investment Officer of Standard General
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c/o Standard General L.P.
767 Fifth Avenue, 12th Floor
New York, NY 10153
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