|
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
|
|
|
|
SCHEDULE 13D
|
|
|
Under the Securities Exchange Act of 1934
|
|
|
(Amendment No. 10)
*
|
|
Standard Diversified Inc.
|
(Name of Issuer)
Class A Common Stock, $0.01 par value per share (“Class A Common Stock”)
Class B Common Stock, $0.01 par value per share (“Class B Common Stock”)
|
(Title of Class of Securities)
|
85336L109 (Class A Common Stock)
85336L208 (Class B Common Stock)
|
|
(CUSIP Number)
Joseph Mause
Standard General L.P.
767 Fifth Avenue, 12th Floor
New York, NY 10153
Tel. No.: 212-257-4701
|
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
|
September 5, 2018
|
(Date of Event which Requires Filing of this Statement)
|
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ]
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
1
|
Names of Reporting Persons.
Standard General L.P.
|
2
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
|
(a)
[ ]
|
|
(b)
[ ]
|
3
|
SEC Use Only
|
4
|
Source of Funds (See Instructions):
AF
|
5
|
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e):
[ ]
|
6
|
Citizenship or Place of Organization.
Delaware
|
Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7
Sole Voting Power
0
|
|
8
Shared Voting Power
14,314,841 shares of Class A Common Stock (see Item 5)
7,360,075 shares of Class B Common Stock
|
|
9
Sole Dispositive Power
0
|
|
10
Shared Dispositive Power
14,314,841 shares of Class A Common Stock (see Item 5)
7,360,075 shares of Class B Common Stock
|
11
|
Aggregate Amount Beneficially Owned by Each Reporting Person
14,314,841 shares of Class A Common Stock (see Item 5)
7,360,075 shares of Class B Common Stock
|
12
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [
]
|
13
|
Percent of Class Represented by Amount in Row (11)
86.1% of Class A Common Stock (see Item 5)
93.0% of Class B Common Stock
|
14
|
Type of Reporting Person (See Instructions)
IA
|
1
|
Names of Reporting Persons.
Soohyung Kim
|
2
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
|
(a)
[ ]
|
|
(b)
[ ]
|
3
|
SEC Use Only
|
4
|
Source of Funds (See Instructions):
AF
|
5
|
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e):
[ ]
|
6
|
Citizenship or Place of Organization.
United States
|
Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7
Sole Voting Power
0
|
|
8
Shared Voting Power
14,314,841 shares of Class A Common Stock (see Item 5)
7,360,075 shares of Class B Common Stock
|
|
9
Sole Dispositive Power
0
|
|
10
Shared Dispositive Power
14,314,841 shares of Class A Common Stock (see Item 5)
7,360,075 shares of Class B Common Stock
|
11
|
Aggregate Amount Beneficially Owned by Each Reporting Person
14,314,841 shares of Class A Common Stock (see Item 5)
7,360,075 shares of Class B Common Stock
|
12
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [
]
|
13
|
Percent of Class Represented by Amount in Row (11)
86.1% of Class A Common Stock (see Item 5)
93.0% of Class B Common Stock
|
14
|
Type of Reporting Person (See Instructions)
IN, HC
|
AMENDMENT NO. 10 TO 13D
This Amendment No. 10 to Schedule 13D (this “Amendment”) relates to Class A Common Stock, par value $0.01 per share (the “Class A Common Stock”), and Class B Common Stock, par value $0.01 per share (the “Class B Common Stock”), of Standard Diversified Inc., a Delaware corporation (the “Issuer”). This Amendment is being filed by each of the Reporting Persons to amend the Schedule 13D (the “Initial Schedule 13D”) that was originally filed on October 29, 2015 and amended on December 21, 2015, March 2, 2016, September 27, 2016, November 25, 2016, June 5, 2017, June 26, 2017, December 4, 2017, January 5, 2018 and June 19, 2018 and by this Amendment (as so amended, the “Schedule 13D”). Unless otherwise indicated, all capitalized terms used therein but not defined herein shall have the same meanings as in the Schedule 13D.
This Amendment is being filed to amend and supplement Items 4, 5, 6 and 7 of the Schedule 13D as set forth below.
Item 4.
|
Purpose of Transaction
|
On September 5, 2018, one of the private investment funds (the “Master Fund”) managed by Standard General L.P. (“Standard General”) entered into a certain Securities Exchange Agreement (the “Agreement”) with the Issuer and the other parties thereto (collectively, the “IVG Holders”), pursuant to which the Master Fund agreed to sell on such date 345,543 shares of Class A Common Stock of the Issuer to the IVG Holders in exchange for 153,079 shares of common stock of Turning Point Brands, Inc. (the “Turning Point Shares”). The closing prices of the Class A Common Stock and of the Turning Point Shares as of the closing of the transactions contemplated by the Agreement were $15.58 and $34.60, respectively.
The foregoing summary is qualified in its entirety by reference to the full text of the Agreement, which is filed as Exhibit 99.1 hereto.
Item 5.
|
Interest in Securities of the Issuer
|
(a) and (b) See Items 7-13 of the cover pages and Item 2 of the Schedule 13D.
The percentage calculations herein are based upon the statement in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2018, as filed with the Securities and Exchange Commission on August 10, 2018, that there were 8,719,960 outstanding shares of Class A Common Stock and 7,915,302 outstanding shares of Class B Common Stock of the Issuer as of August 8, 2018.
As shares of Class B Common Stock are convertible into shares of Class A Common Stock at the election of the holder, each Reporting Person’s beneficial ownership is reported herein as if that Reporting Person (and no other shareholder) elected to convert all shares of Class B Common Stock beneficially owned by such Reporting Person into shares of Class A Common Stock. In addition, beneficial ownership of shares of such Class B Common Stock are reported as if such shares were not so converted.
(c) The information set forth in Item 4 is incorporated herein by reference. The following table lists the Reporting Persons’ transactions in the Issuer’s securities, in addition to the transaction described in Item 4, that were effected during the sixty day period prior to the filing of this Schedule 13D and that have not been previously reported in the Schedule 13D:
Transaction
|
Date
|
No. Shares
|
Price
|
|
|
|
|
Open market sale
|
07/06/2018
|
602 share of Class A Common Stock
|
$14.75
|
Open market sale
|
07/09/2018
|
600 share of Class A Common Stock
|
$14.79
|
Open market sale
|
07/11/2018
|
950 share of Class A Common Stock
|
$14.55
|
Open market sale
|
07/16/2018
|
1,700 share of Class A Common Stock
|
$14.00
|
Open market sale
|
07/17/2018
|
2,900 share of Class A Common Stock
|
$13.9724
|
Open market sale
|
07/18/2018
|
61,920 share of Class A Common Stock
|
$14.9163
|
Open market sale
|
07/19/2018
|
19,366 share of Class A Common Stock
|
$15.0799
|
(d) Not applicable.
(e) Not applicable.
Item 6.
|
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
|
The information set forth in Item 4 is incorporated herein by reference.
Item 7.
|
Material to Be Filed as Exhibits
|
Exhibit 99.1
Securities Exchange Agreement, dated as of September 5, 2018, among the Master Fund, the Issuer and the IVG Holders.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date:
September 7, 2018
|
STANDARD GENERAL L.P.
|
|
|
|
By: /s/ Joseph Mause
|
|
Name: Joseph Mause
|
|
Title: Chief Financial Officer
|
|
|
|
|
|
SOOHYUNG KIM
|
|
|
|
/s/ Soohyung Kim
|
|
Soohyung Kim
|
|
|