Purdy Graham Form 4 Filed 2024-02-05

FORM 4

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

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person ^*

Purdy Graham

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
__X__ Officer (give title below)	_____ Other (specify below)
President and CEO

(Last)

(First)

(Middle)

5201 INTERCHANGE WAY

3. Date of Earliest Transaction (Month/Day/Year)
02/01/2024

(Street)

LOUISVILLE, KY 40229

(City)

(State)

(Zip)

4. If Amendment, Date 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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/01/2024		A		8,522	A	$24.84	183,334⁽¹¹⁾	D
Common Stock	02/01/2024		F		2,393	D	$24.84	180,941⁽¹²⁾	D
Common Stock	02/01/2024		A		378	A	$24.84	181,319⁽¹³⁾	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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Options⁽²⁾

$30.46

⁽¹⁰⁾

03/14/2032

Common Stock

12,000

Options⁽⁴⁾

$51.75

⁽⁹⁾

02/18/2031

Common Stock

9,000

Options⁽⁴⁾

$14.85

⁽⁸⁾

03/18/2030

Common Stock

11,000

Options⁽⁴⁾

$47.58

⁽⁷⁾

03/20/2029

Common Stock

5,500

Options⁽⁴⁾

$21.21

⁽⁶⁾

03/07/2028

Common Stock

8,900

Options⁽⁴⁾

$15.41

⁽⁵⁾

05/17/2027

Common Stock

5,000

Options⁽¹⁾

$3.83

⁽³⁾

08/08/2024

Common Stock

5,216

Explanation of Responses:

1.	Granted pursuant to the issuer's 2006 Equity Plan
2.	Granted pursuant to the issuer's 2021 Equity Incentive Plan.
3.	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.
4.	Granted pursuant to the issuer's 2015 Equity Incentive Plan.
5.	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.
6.	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.
7.	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.
8.	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.
9.	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.
10.	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.
11.	Represents shares issued upon settlement of performance restricted stock units granted to the reporting person in March 2019. The compensation committee of the Board of Directors determined that the performance criteria were met on February 1, 2024. The total reported in Column 5 includes 29,466 restricted stock units and 153,868 shares of common stock.
12.	The reported transaction involves shares withheld for the payment of taxes related to performance restricted stock units that the performance criteria were met on February 1, 2024. The total reported in Column 5 includes 29,466 restricted stock units and 151,475 shares of common stock.
13.	The reported transaction involves shares received as dividends related to performance restricted stock units that the performance criteria were met on February 1, 2024. The total reported in Column 5 includes 29,466 restricted stock units and 151,853 shares of common stock

	Signatures
	/s/ Graham Purdy	02/05/2024
	** Signature of Reporting Person	Date
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