Sec Form 4/A Filing - Glazek David Edward @ Turning Point Brands, Inc. - 2025-03-03

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FORM 4/A
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
Glazek David Edward
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)
Executive Chairman
(Last) (First) (Middle)
5201 INTERCHANGE WAY
3. Date of Earliest Transaction (MM/DD/YY)
03/03/2025
(Street)
LOUISVILLE, KY40229
4. If Amendment, Date Original Filed (MM/DD/YY)
03/05/2025
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 03/03/2025 A 5,544 A $ 70.34 105,794 ( 3 ) D
Common Stock 03/03/2025 F 1,275 D $ 70.34 104,519 ( 4 ) D
Common Stock 03/03/2025 A 5,259 A $ 70.34 109,778 ( 5 ) D
Common Stock 03/03/2025 A 4,411 A $ 70.34 114,189 ( 6 ) D
Common Stock 03/03/2025 F 2,027 D $ 70.34 112,162 ( 7 ) D
Common Stock 03/05/2025 A 14,921 A $ 67.02 127,083 ( 8 ) D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Ti tle of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 $ 27.19 03/11/2024 A 54,289 ( 2 ) 03/11/2034 Common Stock 54,289 $ 0 54,289 D
Options $ 20.71 05/12/2023 A 77,519 ( 1 ) 05/12/2033 Common Stock 77,519 $ 0 77,519 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Glazek David Edward
5201 INTERCHANGE WAY
LOUISVILLE, KY40229
X Executive Chairman
Signatures
/s/ David Glazek 03/07/2025
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Options granted under the Turning Point Brands, Inc. 2021 Equity Incentive Plan. The options vest and become exercisable as to 25% of the underlying shares on the last day of each calendar quarter of the 2023 calendar year.
( 2 )Options granted under the Turning Point Brands, Inc. 2021 Equity Incentive Plan. The options vest and become exercisable as to 25% of the underlying shares on the last day of each calendar quarter of the 2024 calendar year.
( 3 )The reported transaction involved the reporting person's receipt of a grant of 5,544 restricted stock units under Turning Point Brands, Inc.'s 2021 Equity Incentive Plan. The total reported in Column 5 includes 31,819 restricted stock units and 73,975 shares of common stock.
( 4 )The reported transaction involves shares withheld for the payment of taxes related to restricted stock units that have vested on March 3, 2025. The total reported in Column 5 includes 21,035 restricted stock units and 83,484 shares of common stock.
( 5 )Represents shares issued upon settlement of performance restricted stock units granted to the reporting person in May 2023. The compensation committee of the Board of Directors determined that the performance criteria were met on March 3, 2025. The total reported in Column 5 includes 21,035 restricted stock units and 88,743 shares of common stock.
( 6 )Represents shares issued upon settlement of performance restricted stock units granted to the reporting person in March 2024. The compensation committee of the Board of Directors determined that the performance criteria were met on March 3, 2025. The total reported in Column 5 includes 21,035 restricted stock units and 93,154 shares of common stock.
( 7 )The reported transaction involves shares withheld for the payment of taxes related to performance restricted stock units that the performance criteria were met on March 3, 2025. The total reported in Column 5 includes 21,035 restricted stock units and 91,127 shares of common stock (which includes a total of 13,368 shares of common stock that have been deferred into the Company Non-Qualified Deferred Plan and will be settled in accordance with the terms thereof).
( 8 )The original Form 4, filed on March 5, 2025, is being amended solely to correct an administrative error that incorrectly reported the reporting person's receipt of restricted stock units under the Turning Point Brand Inc.'s 2021 Equity Incentive Plan as being granted on March 3, 2025 rather than March 5, 2025 and the related number of restricted stock units. The reported transaction involved the reporting person's receipt of a grant of 14,921 restricted stock units under Turning Point Brands, Inc.'s 2021 Equity Incentive Plan. The total reported in Column 5 includes 35,956 restricted stock units and 91,127 common stock.

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