Statement of Changes in Beneficial Ownership (4)
2018年9月8日 - 5:40AM
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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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
*
Standard General L.P.
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2. Issuer Name
and
Ticker or Trading Symbol
STANDARD DIVERSIFIED INC.
[
SDI
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
767 FIFTH AVENUE, 12TH FLOOR
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3. Date of Earliest Transaction
(MM/DD/YYYY)
9/5/2018
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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)
___ Form filed by One Reporting Person
_
X
_ 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 (Class A Common Stock)
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9/5/2018
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S
(1)
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345543
(2)
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D
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$15.58
(2)
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6954766
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I
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See Footnotes
(3)
(4)
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Class B Common Stock, par value $0.01 (Class B Common Stock)
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7360075
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I
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See Footnotes
(3)
(4)
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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)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(1)
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This sale of shares at a price of $15.58 by an account managed by the Reporting Persons was matchable under Section 16(b) of the Securities Exchange Act of 1934 with the purchase by accounts managed by the Reporting Person within the past six months. The Reporting Persons have already delivered to the Issuer a check representing the full amount of their pecuniary interest in the disgorgeable profit arising from such transaction.
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(2)
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The shares of Class A Common Stock were sold in exchange for 153,079 shares 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 transaction reported herein were $15.58 and $34.60, respectively.
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(3)
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The securities reported herein are beneficially owned by Standard General L.P. ("Standard General"). Mr. Kim is a director of the general partner of the general partner of Standard General and Chief Investment Officer of Standard General, and in such capacities may be deemed to indirectly beneficially own the securities reported herein. Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or his pecuniary interest in such shares, and the inclusion of such securities in this report shall not be deemed an admission of beneficial ownership for purposes of Section 16 or for any other purpose.
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(4)
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This Form 4 does not report any pecuniary interest of David Glazek in securities of the Issuer. Mr. Glazek, a director of the Issuer and a partner of Standard General, separately files reports under Section 16.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Standard General L.P.
767 FIFTH AVENUE, 12TH FLOOR
NEW YORK, NY 10153
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X
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Kim Soohyung
767 FIFTH AVENUE, 12TH FLOOR
NEW YORK, NY 10153
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X
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X
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See Footnote 3
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Signatures
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/s/ Standard General L.P. by Joseph Mause, Chief Financial Officer
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9/7/2018
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**
Signature of Reporting Person
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Date
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/s/ Soohyung Kim
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9/7/2018
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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