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)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Operating Officer
(Last)
(First)
(Middle)

5201 INTERCHANGE WAY		 3. Date of Earliest Transaction (Month/Day/Year)
10/28/2021
(Street)

LOUISVILLE, KY 40229
(City)
(State)
(Zip)
4. If Amendment, Date Original Filed(Month/Day/Year)
10/28/2021		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

10/28/2021 P 1,000A $38.18 (10) 130,392 (2) 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

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Options (2021) (4)

$51.75        (9) 02/18/2031

Common Stock

9,000 9,000D 

Options (2020) (4)

$14.85        (8) 03/18/2030

Common Stock

11,000 11,000D 

Options (2019) (4)

$47.58        (7) 03/20/2029

Common Stock

5,500 5,500D 

Options (2018) (4)

$21.21        (6) 03/07/2028

Common Stock

8,900 8,900D 

Options (2017) (4)

$15.41        (5) 05/17/2027

Common Stock

5,000 5,000D 

Options (2014) (1)

$3.83        (3) 08/08/2024

Common Stock

5,216 5,216D 

Explanation of Responses:
1.

Granted pursuant to the issuer's 2006 Equity Plan

2.

Includes 1,000 shares of common stock beneficially owned by the reporting person that were acquired in connection with the Issuer's IPO and were inadvertently excluded from previously filings.

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.

Average price paid for common stock based on a high price of $38.27 and a low price of $38.08.

Remarks:

1. This amendment is being filed to correct an error in the transaction code for the subject transaction used in the initial filing. The initial filing mistakenly used a transaction code of A for the subject transaction as opposed to the proper code for the transaction of P.



Signatures

/s/ Graham Purdy

10/29/2021
** Signature of Reporting PersonDate
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