FORM 4
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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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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
                      

1. Name and Address of Reporting Person *

Wexler Lawrence
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
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)

5201 INTERCHANGE WAY
3. Date of Earliest Transaction (MM/DD/YYYY)

6/11/2024
(Street)

LOUISVILLE, KY 40229
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 6/11/2024  M  4,695 (9)A$3.83 372,396 D  
Common Stock 6/11/2024  S  4,695 D$31.57 (10)367,701 D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Options (5)$51.75            (8)2/18/2031 Common Stock 15,900  15,900 D  
Options (5)$14.85            (7)3/18/2030 Common Stock 20,000  20,000 D  
Options (5)$47.58            (6)3/20/2029 Common Stock 35,500  35,500 D  
Options (5)$21.21            (3)3/7/2028 Common Stock 26,500  26,500 D  
Options (5)$15.41            (2)5/17/2027 Common Stock 16,819  16,819 D  
Options (4)$3.83 6/11/2024  M     4,695   (1)8/8/2024 Common Stock 4,695 $3.83 0 D  

Explanation of Responses:
(1) The options vested and became exercisable as to 50% of the underlying shares on August 8, 2014, 25% of the underlying shares on August 8, 2015 and 25% of the underlying shares on August 8, 2016.
(2) 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.
(3) 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.
(4) Granted pursuant to the issuer's 2006 Equity Incentive Plan.
(5) Granted pursuant to the issuer's 2015 Equity Incentive Plan.
(6) 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.
(7) 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.
(8) 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.
(9) The reported transaction involved the reporting person's exercise of 4,695 options granted under Turning Point Brands, Inc,'s 2006 Equity Incentive Plan. The total reported in Column 5 includes 2,415 restricted stock units and 369,981 shares of common stock.
(10) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $31.29 to $31.80.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Wexler Lawrence
5201 INTERCHANGE WAY
LOUISVILLE, KY 40229
X



Signatures
/s/ Lawrence Wexler6/12/2024
**Signature of Reporting PersonDate


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*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).
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