Arnold Zimmerman 4
4 · STANDARD DIVERSIFIED INC. · Filed Jul 16, 2020
Insider Transaction Report
Form 4
Arnold Zimmerman
Director
Transactions
- Disposition to Issuer
Class A Common Stock, par value $0.01
2020-07-16−4,346→ 0 total
Footnotes (2)
- [F1]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.
- [F2]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.