Sec Form 13G Filing - Turning Point Brands Inc. (TPB) filing for REAL BRANDS, INC. (RLBD) - 2022-02-14

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13G
Under the Securities Exchange Act of 1934

(Amendment No. __)*
Real Brands, Inc.
(Name of Issuer)
 
Common Stock
(Title of Class of Securities)
 
75584Q108
(CUSIP Number)
 
December 31, 2021
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
  ☐
Rule 13d-1(b)

  ☐
Rule 13d-1(c)

  ☑
Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13G
 
CUSIP No.
75584Q108
 
1
NAMES OF REPORTING PERSONS
 
 
Turning Point Brands, Inc.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    
(a)☐
    
(b)☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
611,255,410
 
 
 
 
6
SHARED VOTING POWER
 
 
0
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
611,255,410
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
611,255,410
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
☐
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
23.2%
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
CO
 
 
 
 

Item 1.

 
(a)
Name of Issuer
Real Brands, Inc.
 
(b)
Address of Issuer's Principal Executive Offices
12 Humbert St. North Providence, RI 02911

Item 2.

 
(a)
Name of Persons Filing
Turning Point Brands, Inc.
 
(b)
Address of Principal Business Office or, if none, Residence
5201 Interchange Way, Louisville, KY 40229, United States
  (c)
Citizenship
USA
  (d)
Title of Class of Securities
Common Stock
  (e)
CUSIP Number
75584Q108

Item 3.
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:


(a)
☐
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

 
(b)
 ☐
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

 
(c)
 ☐
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

 
(d)
☐
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8);

 
(e)
 ☐
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 
(f)
 ☐
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 
(g)
☐
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

 
(h)
 ☐
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 
(i)
 ☐
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 
(j)
☐
A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);

 
(k)
 ☐
Group, in accordance with §240.13d-1(b)(1)(ii)(K).

Item 4.
Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
 
 
(a)
Amount beneficially owned:
611,255,410 shares of Common Stock.
 
(b)
Percent of class:
23.2% of Common Stock.
  (c) Number of shares as to which the person has:
 
(i)
Sole power to vote or to direct the vote
611,255,410 shares of Common Stock.
  (ii)
Shared power to vote or to direct the vote
0
  (iii)
Sole power to dispose or to direct the disposition of
611,255,410 shares of Common Stock.
   (iv)
Shared power to dispose or to direct the disposition of
0
 
Item 5.
Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.

Item 6.
Ownership of More than Five Percent on Behalf of Another Person

Except as otherwise disclosed in periodic public filings with the Securities and Exchange Commission, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities.

Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

Not applicable

Item 8.
Identification and Classification of Members of the Group

Not applicable.

Item 9.
Notice of Dissolution of Group

Not applicable

Item 10.
Certification

Not applicable

Signature
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 
February 14, 2022
 
Date
   
 
/s/ Brittani Cushman
 
Signature
   
 
Brittani Cushman/Sr VP, General Counsel
 
Name/Title