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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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 *

Purdy Graham
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)
Chief Operating Officer
(Last)          (First)          (Middle)

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

10/28/2021
(Street)

LOUISVILLE, KY 40229
(City)        (State)        (Zip)
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

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 10/28/2021  A  1000 A$38.18 (10)130392 (2)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 (2021) (4)$51.75            (9)2/18/2031 Common Stock 9000  9000 D  
Options (2020) (4)$14.85            (8)3/18/2030 Common Stock 11000  11000 D  
Options (2019) (4)$47.58            (7)3/20/2029 Common Stock 5500  5500 D  
Options (2018) (4)$21.21            (6)3/7/2028 Common Stock 8900  8900 D  
Options (2017) (4)$15.41            (5)5/17/2027 Common Stock 5000  5000 D  
Options (2014) (1)$3.83            (3)8/8/2024 Common Stock 5216  5216 D  

Explanation of Responses:
(1) Granted pursuant to the issuer's 2006 Equity Plan
(2) Includes 1,000 shares of common stock beneficially owned by the reporting person that were acquired in connection with the Issuer's IPO and were inadvertently excluded from previously filings.
(3) 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.
(4) Granted pursuant to the issuer's 2015 Equity Incentive Plan.
(5) 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.
(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, 2020, 33% of the underlying shares on January 1, 2021 and 33% of the underlying shares on January 1, 2022.
(8) 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.
(9) 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.
(10) Average price paid for common stock based on a high price of $38.27 and a low price of $38.08.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Purdy Graham
5201 INTERCHANGE WAY
LOUISVILLE, KY 40229


Chief Operating Officer

Signatures
/s/ Graham Purdy10/28/2021
**Signature of Reporting PersonDate

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