UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 813, 2020

STANDARD DIVERSIFIED INC.

(Standard Merger Sub, LLC as successor by merger to Standard Diversified Inc.)

(Exact name of registrant as specified in its charter)

Delaware	001-36696	56-1581761
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

767 5th Avenue, 12th Floor New York, NY		10153
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (212) 922-3752

(Former name or former address if changed since last report.)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A Common Stock, $0.01 par value		SDI		NYSE American

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

~~Item~~Introductory 5Note.~~07. Submission of Matters to a Vote of Security Holders.~~

OnThis ~~July~~Current 9,Report ~~2020,~~on atForm a8-K ~~Special~~is ~~Meeting~~being offiled ~~Stockholders~~in ~~(the~~connection ~~“Special~~with ~~Meeting”)~~the ofconsummation ~~Standard~~on ~~Diversified~~July ~~Inc. (the “Company”)~~16, ~~the~~2020 ~~stockholders~~ of the ~~Company~~transactions ~~voted~~contemplated onby ~~the~~that ~~(i)~~certain ~~approval and adoption of the~~ Agreement and Plan of Merger and Reorganization ~~(“Merger Agreement”)~~, dated as of April 7, 2020 (the “Merger Agreement”), by and among Standard Diversified Inc. (the “Company”), Turning Point Brands, Inc. (“~~Turning Point~~TPB”) and Standard Merger Sub, LLC, a ~~wholly-owned~~Delaware ~~subsidiary~~limited ofliability ~~Turning~~company ~~Point (“Merger Sub”), pursuant to which the Company will merge with~~ and ~~into~~wholly-owned ~~Merger~~subsidiary ~~Sub~~of ~~(the~~TPB ~~“Merger”)~~ (the “Merger ~~Proposal~~Sub”);. Pursuant ~~(ii) approval, on an advisory basis, of certain compensation that may be paid or become payable~~ to ~~named executive officers of~~ the ~~Company in connection with the~~ Merger ~~(the~~Agreement, ~~“Compensation~~on ~~Proposal”);~~July (iii) approval of the adjournment of the Special Meeting to solicit additional proxies if there are not sufficient votes in favor of Proposal No. 1 (the “Adjournment Proposal”); (iv) approval of the election of five directors of the Company to serve until the Company’s 2021 annual meeting of stockholders16, ~~and all until their respective successors are duly elected and qualified (provided that if Proposal No. 1 is approved and the Merger is completed~~2020, the Company ~~will be~~ merged ~~out~~with ~~of existence~~ and ~~will~~into nothe ~~longer~~Merger ~~have~~Sub ~~a board of directors, and there will be no Company 2021 annual meeting of stockholders)~~ (the “~~Election Proposal~~Merger”)~~; (v) approval~~, ~~on an~~with ~~advisory~~the ~~basis,~~Merger ofSub acontinuing ~~resolution~~as ~~regarding named executive officer compensation for 2019 (~~the ~~“2019~~surviving ~~Compensation~~entity ~~Proposal”);~~ and ~~(vi)~~as ~~approval,~~a onwholly-owned ansubsidiary ~~advisory basis,~~ of aTPB. The ~~resolution~~following ~~regarding~~events ~~how~~took ~~frequently~~place ~~the~~in ~~Company~~connection ~~will submit future~~with ~~advisory votes on executive officer compensation to~~ the ~~Company’s~~consummation ~~stockholders~~of (the ~~“Frequency Proposal”).~~Merger:

~~There~~Item ~~were 8,886,152 shares of the Company’s Class A Common Stock and 7,697,155 shares of the Company’s Class B Common Stock outstanding and entitled to vote on the record date for the Special Meeting~~1. ~~The Class A and Class B Common Stock vote together as a single class~~02. ~~Shares~~Termination of ~~Class~~a AMaterial ~~Common~~Definitive ~~Stock are entitled to one (1) vote per share while shares of Class B Common Stock are entitled to ten (10) votes per share~~Agreement. Of the 85,857,702 votes attributable to the shares of the Company’s Common Stock outstanding and entitled to vote on the record date for the Special Meeting, shares representing votes were represented in person or by proxy at the Special Meeting, which number constituted a quorum.

AtOn ~~the~~July ~~Special~~13, ~~Meeting~~2020, ~~the~~in ~~Merger~~contemplation ~~Proposal,~~of ~~the~~satisfying ~~Compensation~~a ~~Proposal,~~condition precedent to the ~~Election~~closing ~~Proposal~~of ~~and~~the Merger, the ~~2019~~Company ~~Compensation~~repaid ~~Proposal~~in ~~were~~full all ~~approved~~indebtedness, byliabilities and other obligations under, and terminated, the ~~stockholders~~Term Loan Agreement, dated as of September ~~the~~18, ~~Company.~~2019 ~~Sufficient~~(as ~~votes~~amended, ~~were~~restated, ~~received~~supplemented toor ~~approve~~otherwise modified, the ~~Adjournment Proposal~~“Loan Agreement”), ~~but~~by ~~such~~and anamong ~~adjournment~~the ~~was~~Company, ~~not~~the ~~necessary~~other inpersons ~~light~~party ofthereto ~~the~~designated ~~approval~~as of“Borrowers”, the ~~Merger~~financial ~~Proposal~~institutions party thereto, as lenders, and GACP II, L.P., as Term Agent. ~~With~~The ~~respect~~Company todid ~~the~~not ~~Frequency~~incur ~~Proposal,~~any amaterial ~~substantial~~early ~~plurality~~termination ofpenalties ~~the~~as ~~votes~~a ~~was~~result inof ~~favor~~such termination of the ~~“one~~Loan ~~year” option~~Agreement.

~~The~~Item ~~final~~2.01. ~~voting~~Completion ~~results~~of ~~from~~Acquisition ~~the~~or ~~Special~~Disposition ~~Meeting~~of ~~were as follows:~~Assets.

~~Proposal~~Pursuant ~~1. Approval~~to the terms of the Merger Agreement, on July 16, 2020, 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 (collectively, the ~~transactions~~“SDI ~~contemplated~~Common ~~thereby~~Stock”), ~~including~~issued and outstanding immediately prior to the effective time of the Merger (the “Effective Time”) (except for shares held by TPB, Merger Sub or any subsidiary of TPB) was 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”) (the “Merger Consideration”). Approximately 7,934,000 shares of TPB Common Stock were issued in connection with the Merger.

Votes For	Votes Against	Abstentions	Broker Non- Votes
80,980,433	16,310	90	0

Prior to the Effective Time, each then-outstanding stock option with respect to shares of SDI Common Stock was cancelled, and each outstanding award of shares of SDI Common Stock granted under the Plan that was unvested or subject to a risk of forfeiture and awards of restricted stock units relating to shares of SDI Common Stock granted under the Plan was vested.

~~Proposal~~The ~~2. Approval,~~foregoing ondescription anof ~~advisory~~the ~~basis,~~Merger ofAgreement ~~certain~~does ~~compensation~~not ~~that~~purport ~~may~~to be ~~paid~~complete orand ~~become~~is ~~payable~~qualified toin ~~named~~its ~~executive~~entirety ~~officers~~by the full text of the ~~Company~~Merger inAgreement, ~~connection~~which ~~with~~is ~~the~~attached ~~Merger~~hereto as Exhibit 2.1 and is incorporated herein by reference.

Votes For	Votes Against	Abstentions	Broker Non- Votes
80,619,753	366,954	10,126	0

Item 3.01.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

~~Proposal~~The ~~3. Approval~~information ofprovided ~~the~~in ~~adjournment~~Item 2.01 of ~~the~~this ~~Special~~Current ~~Meeting~~Report toon ~~solicit~~Form ~~additional~~8-K ~~proxies~~is ifincorporated ~~there~~herein ~~are~~by ~~not sufficient votes in favor of the Proposal No~~reference. 1.

Votes For	Votes Against	Abstentions	Broker Non- Votes
80,959,235	37,239	359	0

In connection with the Merger, the Company notified the New York Stock Exchange American (“NYSE American”) on July 16, 2020 that each share of the SDI Common Stock issued and outstanding immediately prior to the Effective Time was cancelled and converted into the right to receive the Merger Consideration, and the NYSE American will file a notification of removal from listing on Form 25 with the U.S. Securities and Exchange Commission (the “SEC”) with respect to the SDI Common Stock in order to effect the delisting of the SDI Common Stock from the NYSE American. Such delisting will result in the termination of the registration of the SDI Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Merger Sub (as successor by merger to the Company) intends to file a certificate on Form 15 requesting the deregistration of the SDI Common Stock under Section 12(g) of the Exchange Act.

~~Proposal~~Item 43. ~~Approval~~03. ofMaterial ~~the~~Modification ~~election of five directors of the Company~~ to ~~serve~~Rights ~~until the Company’s 2021 annual meeting~~ of ~~stockholders,~~Security ~~and all until their respective successors are duly elected and qualified~~Holders.

Nominee	Votes For	Withheld
Gregory H. A. Baxter	80,963,849	32,984
Thomas F. Helms, Jr.	80,838,224	158,609
David Glazek	80,645,055	351,778
David M. Wurzer	80,977,891	18,942
Arnold Zimmerman	80,963,916	32,917

The information provided in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

~~Proposal~~Item 5. ~~Approval,~~01. onChange anin ~~advisory~~Control ~~basis,~~ of ~~a resolution regarding named executive officer compensation for 2019~~Registrant.

Votes For	Votes Against	Abstentions	Broker Non- Votes
80,939,193	47,030	10,610	0

The information provided in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

~~Proposal~~Item 65. ~~Approval,~~02. onDeparture ~~an advisory basis,~~ of aDirectors ~~resolution~~or ~~regarding~~Certain ~~how~~Officers; ~~frequently~~Election ~~the~~of ~~Company~~Directors; ~~will~~Appointment ~~submit~~of ~~future~~Certain ~~advisory~~Directors; ~~votes~~Compensatory onArrangements ~~executive~~of ~~officer~~Certain ~~compensation to the Company’s stockholders~~Officers.

One Year	Two Years	Three Years	Abstentions
80,967,351	1,564	702	27,216

In connection with the Merger and as of the Effective Time, each of the individuals listed below ceased serving as an executive officer or director of the Company:

~~Item~~Gregory 8H.01A. ~~Other~~Baxter ~~Events~~Executive Chairman and Interim Chief Executive Officer Edward J. Sweeney Interim Chief Financial Officer and Treasurer Bradford A. Tobin General Counsel and Secretary David Glazek Director Thomas F. Helms, Jr. Director David M. Wurzer Director Arnold Zimmerman Director

On July 8, 2020, the Company, along with other selling stockholders, priced a public offering of 2,000,000 shares of common stock, par value $0.01 per share (the “TPB Common Stock”), of Turning Point, at a public offering price of $23.50 per share. Cowen and Company, LLC was the underwriter for the offering. The other selling stockholders also granted the underwriter an option to purchase up to an additional 215,000 shares of TPB Common Stock during the two days following pricing. The underwriters exercised the option in full on July 9, 2020. The Company estimates that the net proceeds to the Company from this offering, before expenses, will be $40,396,500. This offering is expected to close on July 13, 2020. The underwriting agreement relating to the offering is filed as Exhibit 1.1 to this Report.

The Company intends to use approximately $24 million of the net proceeds of the offering to discharge liabilities in order to allow it to satisfy a closing condition in the Merger Agreement relating to the Merger (defined in Item 5.07). The Company will use the remainder of the net proceeds to purchase outstanding shares of the Company’s Class A Common Stock from a fund managed by Standard General L.P. (together with the funds it manages, “Standard General”), at a price designed to cause the holders of the Company’s Common Stock, other than Standard General, to receive in the Merger the same number of shares of TPB Common Stock that such holders would have received absent the sale of the shares of TPB Common Stock the proceeds of which were used to purchase shares from Standard General.

Item 9.01.

Financial Statements and Exhibits.

The following document has been filed as an exhibit to this report and is incorporated by reference herein as described above.

(d) Exhibits.

Exhibit No.		Description
1.1		Underwriting Agreement, dated July 8, 2020
2.1		Agreement and Plan of Merger and Reorganization, dated as of April 7, 2020, by and among the Company, TPB and Merger Sub (incorporated by referenced to Exhibit 2.1 to the Company’s Form 8-K filed on April 8, 2020).*

* Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally to the SEC a copy of any omitted schedule upon request by the SEC.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	STANDARD DIVERSIFIED INC.
	STANDARD MERGER SUB, LLC (as successor by merger to Standard Diversified Inc.)
Date: July 10, 2020	By:	/s/ Bradford A. Tobin
	By: Turning Point Brands, Inc., its sole member
	Name: Bradford A. Tobin
Date: July 16, 2020	By:	/s/ Robert Lavan
	Title: General Counsel & Secretary
	Name: Robert Lavan
	Title: Senior Vice President

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