Statement of Changes in Beneficial Ownership (4)
July 16 2020 - 10:09AM
Edgar (US Regulatory)
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 OF SECURITIES
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3235-0287
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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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1. Name and Address of Reporting Person
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Helms Thomas F. Jr. |
2. Issuer Name and Ticker or Trading Symbol
STANDARD DIVERSIFIED INC.
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SDI
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O STANDARD DIVERSIFIED INC., 767 5TH AVENUE 12TH FLOOR |
3. Date of Earliest Transaction
(MM/DD/YYYY)
7/16/2020 |
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(Street)
NEW YORK, NY 10153
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Class A Common Stock, par value $0.01 | 7/16/2020 | | D | | 116341 | D | (1)(2) | 0 | D | |
| Class B Common Stock, par value $0.01 | 7/16/2020 | | D | | 272624 | D | (1)(2) | 0 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 |
| Explanation of Responses: |
| (1) | Pursuant to the Agreement and Plan of Merger and Reorganization (the "Merger Agreement"), dated as of April 7, 2020, by and among Standard Diversified Inc. (the "Company"), Turning Point Brands, Inc. ("TPB") and Standard Merger Sub, LLC, a Delaware limited liability company and wholly-owned subsidiary of TPB (the "Merger Sub"), on July 16, 2020, the Company merged with and into the Merger Sub (the "Merger"), with the Merger Sub continuing as the surviving entity and as a wholly-owned subsidiary of TPB. At the effective time of the Merger, each share of the Company's Class A Common Stock, par value $0.01 per share, and Class B Common Stock, par value $0.01 per share, outstanding held by the reporting person was automatically converted into the right to receive 0.52095 of a share of TPB Voting Common Stock, par value $0.01 per share ("TPB Common Stock"), less applicable taxes and withholdings, upon the terms and subject to the conditions set forth in the Merger Agreement. |
| (2) | On July 15, 2020, the closing prices of the Company's Class A Common Stock and Class B Common Stock were $15.00 per share and $10.25 per share, respectively, and the closing price of the TPB Common Stock was $29.13 per share. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Helms Thomas F. Jr.
C/O STANDARD DIVERSIFIED INC.
767 5TH AVENUE 12TH FLOOR
NEW YORK, NY 10153 | X |
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Signatures
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| /s/ Standard Diversified Inc. by Bradford A. Tobin as Secretary and General Counsel | | 7/16/2020 |
| **Signature of Reporting Person | Date |
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