Standard Diversified (SDI) SC 13D/ATurning Point Brands / STANDARD DIVERSIFIED ownership change

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐.

Note:   Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

This Amendment No. 2 to Schedule 13D (this “Amendment”) relates to Common Stock, par value $0.01 per share (“TPB Common Stock”), of Turning Point Brands, Inc., a Delaware corporation (the “Issuer” or the “Company”).  The address of the principal executive offices of the Issuer is 5201 Interchange Way, Louisville, Kentucky 40229. This Amendment is being filed by the Reporting Person to amend the Schedule 13D that was filed on June 12, 2017, as amended by Amendment No. 1 thereto filed on April 13, 2020 (the “Schedule 13D”).  Unless otherwise indicated, all capitalized terms used herein but not defined herein shall have the same meaning as in the Schedule 13D.

This amendment is being filed to amend and supplement Items 2, 3, 4, 5, 6 and 7 of the Schedule 13D as follows:

(a) – (c) This Schedule 13D is being filed on behalf of Standard Diversified Inc., a Delaware corporation (“SDI” or the “Reporting Person”).  The business address of the Reporting Person is 767 5th Avenue, 12th Floor

New York, NY 10153.

Set forth in Schedule I is additional information required by Item 2 of Schedule 13D about the principal business of SDI.  Set forth in Schedule II is the information required by Item 2 of Schedule 13D about the identity and background of each person with respect to whom such information in required pursuant to Instruction C. to Schedule 13D.

Since the filing of Amendment No. 1 to the Schedule 13D, the Reporting Person has sold 1,800,000 shares of TPB Common Stock in a registered public offering consummated on July 13, 2020.  The net sale price for such shares was $22.4425 per share, or $40,396,500 in the aggregate.

On July 13, 2020, the Reporting Person consummated the sale of the shares of TPB Common Stock described in Item 3 hereof pursuant to an Underwriting Agreement among the Reporting Person, other selling stockholders, and Cowen and Company, LLC.  Such agreement is attached as Exhibit 99.1 hereto and incorporated herein by reference.

On July 16, 2020, the Reporting Person and the Company will consummate the previously announced merger (the “Merger”) pursuant to that certain Agreement and Plan of Merger and Reorganization (the “Merger Agreement”), dated April 7, 2020, under which the Reporting Person will merge with and into Standard Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (“Merger Sub”), with Merger Sub surviving as a wholly owned subsidiary of the Company.  The Merger Agreement and the Merger are described more fully in the Current Report on Form 8-K filed by the Reporting Person with the Securities and Exchange Commission on April 8, 2020. Following the Merger, shares of TPB Common Stock reported herein as being owned by the Reporting Person would no longer be held by the Reporting Person.

(a) and (b):  The Reporting Person has sole voting and dispositive power over 8,178,918 shares of the TPB Common Stock, constituting 41.8% of the TPB Common Stock.

The persons named on Schedule II are expected, following the consummation of the Merger, to have sole or shared voting and dispositive power over the following numbers of shares of the TPB Common Stock:

*  Less than 1%.

(1)  Includes 45,640 shares subject to exercisable stock options.

(2)  Consists of shares of the TPB Common Stock owned by Helms Management Corp, all of the voting capital stock of which is owned by Mr. Helms, who serves as chairman of its board of directors, and all of the non-voting capital stock of which is owned by a trust established by Mr. Helms for the benefit of his children.

(3)  Mr. Glazek is a Partner of Standard General, Mr. Glazek is a Partner of Standard General but disclaims beneficial ownership in shares of common stock held by Standard General or the Funds (as defined in the following sentence).  Standard General serves as investment manager to each of Standard General Master Fund L.P., P Standard General Ltd. and Standard General Focus Fund L.P. (the “Funds”) and, in that capacity, exercises voting and investment control over the shares held by the Funds. Standard General and the Funds are expected to beneficially own in the aggregate, following the Merger, 7,479,970 ​shares of the TPB Common Stock. Soohyung Kim is the Chief Executive Officer of Standard General and a director of the general partner of Standard General. By virtue of the foregoing, Standard General and Mr. Kim may be deemed to beneficially own, and have shared voting and dispositive power over, all of the shares held by the Funds. Each of Mr. Kim, Standard General and the Funds disclaims beneficial ownership of the shares reported except to the extent of its or his pecuniary interest in such shares. The address of Standard General and its principals is 767 Fifth Avenue, New York, NY, 10153.

(c)  Except for the Contribution and Exchange (as defined on Schedule I) and as set forth in Footnote 2 to the table set forth in clauses (a) and (b) of this Item 5, neither the Reporting Person nor any person named on Schedule II hereto effected any transactions in the Company’s securities during the sixty day period prior to the filing of this Schedule 13D.

(d)  See Item 2 above.

(e)  Not applicable.

The information set forth in Item 4 is incorporated herein by reference.

* All persons and entities named in this Schedule II are U.S. Citizens.