SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Cushman Brittani
(Last) (First) (Middle)
5201 INTERCHANGE WAY
(Street)
LOUISVILLE KY 40229
(City) (State) (Zip)
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)
Sr VP, General Counsel
3. Date of Earliest Transaction (Month/Day/Year)
03/03/2025
4. If Amendment, Date of 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)
Code V Amount (A) or (D) Price
Common Stock 406.806 I By Spouse(1)
Common Stock 03/03/2025 A 2,051 A $70.34 26,628(10) D
Common Stock 03/03/2025 F 1,145 D $70.34 25,483(11) D
Common Stock 03/03/2025 A 9,110 A $70.34 34,593(12) D
Common Stock 03/03/2025 A 702 A $70.34 35,295(13) D
Common Stock 03/03/2025 A 1,946 A $70.34 37,241(14) D
Common Stock 03/03/2025 A 1,632 A $70.34 38,873(15) D
Common Stock 03/03/2025 F 4,186 D $70.34 34,687(16) 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: 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(9) $30.46 (8) 03/14/2032 Common Stock 8,000 8,000 D
Options(2) $51.75 (3) 02/18/2031 Common Stock 7,000 7,000 D
Options(2) $14.85 (4) 03/18/2030 Common Stock 6,000 6,000 D
Options(2) $47.58 (5) 03/20/2029 Common Stock 4,800 4,800 D
Options(2) $21.21 (6) 03/07/2028 Common Stock 4,500 4,500 D
Options(2) $15.41 (7) 05/14/2027 Common Stock 3,250 3,250 D
Options(2) $13 (7) 02/14/2027 Common Stock 20,000 20,000 D
Explanation of Responses:
1. The reporting person disclaims beneficial ownership of these securities, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership for purposes of Section 16 or for any other purpose.
2. Granted pursuant to the issuer's 2015 Equity Incentive Plan
3. 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.
4. 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.
5. 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.
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, 2018, 33% of the underlying shares on January 1, 2019 and 33% of the underlying shares on January 1, 2020.
8. 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.
9. Granted pursuant to the issuer's 2021 Equity Incentive Plan.
10. The reported transaction involved the reporting person's receipt of a grant of 2,051 restricted stock units under Turning Point Brands, Inc,'s 2021 Equity Incentive Plan. The total reported in Column 5 includes 13,423 restricted stock units and 13,205 shares of common stock.
11. 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 9,434 restricted stock units and 16,049 shares of common stock.
12. Represents shares issued upon settlement of performance restricted stock units granted to the reporting person in March 2020 (5,466 shares) and October 2020 (3,644 shares). 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 9,434 restricted stock units and 25,159 shares of common stock.
13. Represents shares issued upon settlement of performance restricted stock units granted to the reporting person in March 2022. 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 9,434 restricted stock units and 25,861 shares of common stock.
14. 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 9,434 restricted stock units and 27,807 shares of common stock.
15. 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 9,434 restricted stock units and 29,439 shares of common stock.
16. 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 9,434 restricted stock units and 25,253 shares of common stock (which includes a total of 2,532 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).
/s/ Brittani Cushman 03/05/2025
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
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