|
Security Type
|
Security
Class Title |
Fee Calculation
or Carry Forward Rule |
Amount
Registered |
Proposed Maximum
Offering Price Per
Unit |
Maximum
Aggregate Offering Price |
Fee Rate
|
Amount of
Registration Fee |
|
|
Newly Registered Securities
|
||||||||
|
Fees to Be Paid
|
Equity
|
Common stock, par value $0.01 per share
|
Rule 457(o)
|
—
|
—
|
—
|
—
|
|
|
Equity
|
Preferred Stock, par value $0.01 per share
|
Rule 457(o)
|
—
|
—
|
—
|
—
|
||
|
Equity
|
Depositary Shares
|
Rule 457(o)
|
—
|
—
|
—
|
—
|
||
|
Equity
|
Warrants
|
Rule 457(o)
|
—
|
—
|
—
|
—
|
||
|
Debt
|
Debt Securities
|
Rule 457(o)
|
—
|
—
|
—
|
—
|
||
|
Other
|
Units
|
Rule 457(o)
|
—
|
—
|
—
|
—
|
||
|
Unallocated (Universal Shelf)
|
Rule 457(o)
|
(1)
|
(2)
|
$500,000,000(2)
|
0.00011020
|
$55,100(3)
|
||
|
Fees previously Paid
|
—
|
—
|
—
|
—
|
—
|
|||
|
Total Offering Amounts
|
$500,000,000
|
0.00011020
|
$55,100(3)
|
|||||
|
Total Fees Previously Paid
|
$0.00
|
|||||||
|
Total Fee Offsets
|
$11,422.40(4)
|
|||||||
|
Net Fee Due
|
$43,677.60(4)
|
|||||||
|
(1)
|
There are being registered hereunder such indeterminate number or amount of common stock, preferred stock, depositary shares, warrants, debt
securities and units, consisting of some or all of these securities in any combination, as may from time to time be issued by Turning Point Brands, Inc. (the “Registrant”) at indeterminate prices, which together shall have an aggregate
initial offering price not to exceed $500,000,000. This registration statement also covers an indeterminate number of securities that may be issuable upon conversion, redemption, exchange, exercise or settlement of any securities
registered hereunder, including under any applicable antidilution provisions. If any debt securities are issued at an original issue discount, then the principal amount of such debt securities shall be in such greater amount as shall
result in an aggregate offering price not to exceed $500,000,000, less the aggregate dollar amount of all securities previously issued hereunder.
|
|
(2)
|
The proposed maximum aggregate offering price per class of security will be determined from time to time by the Registrant in connection with the issuance by the
Registrant of the securities registered hereunder and is not specified as to each class of security pursuant to Instruction 2.A.iii.b. to the Calculation of Filing Fee Tables and Related Disclosure on Item 16(b) of Form S-3 under the
Securities Act of 1933, as amended (the “Securities Act”).
|
|
(3)
|
Estimated solely to calculate the registration fee in accordance with Rule 457(o) under the Securities Act. The aggregate maximum offering price of all securities
issued pursuant to this registration statement will not exceed $500,000,000.
|
|
(4)
|
Pursuant to Rule 457(p) under the Securities Act, the Registrant hereby offsets the total registration fee due under this registration statement by $11,422.40
(calculated at the fee rate in effect at the date of the registration statement on Form S-3 filed by the Registrant with the U.S. Securities and Exchange Commission on August 3, 2020, and declared effective on August 14, 2020,
(Registration No. 333-240310) (the “Prior Registration Statement”), which represents the portion of the registration fee previously paid with respect to $88,000,000 of unsold securities previously registered under the Prior Registration
Statement.
|
|
Registrant or Filer Name
|
Form or Filing Type
|
File Number
|
Initial Filing Date
|
Filing Date
|
Fee Offset Claimed
|
Security Type Associated with Fee Offset Claimed
|
Security Title Associated with Fee Offset Claimed
|
Unsold Securities Associated with Fee Offset Claimed
|
Unsold Aggregate Offering Amount Associated with Fee Offset Claimed
|
Fee Paid with Fee Offset Source
|
|
|
Rule 457(p)
|
|||||||||||
|
Fee Offset Claims
|
Turning Point Brands, Inc.
|
S-3
|
333-240310
|
8/3/2020
|
—
|
$11,422.40(1)
|
Unallocated (Universal Shelf)
|
Common Stock, par value
$0.01 per share
Preferred Stock, par value
$0.01 per share
Depositary Shares
Warrants Units
|
Unallocated (Universal Shelf)
|
$88,000,000(1)
|
—
|
|
Fee Offset Sources
|
Turning Point Brands, Inc.
|
S-3
|
333-240310
|
—
|
8/3/2020
|
—
|
—
|
—
|
—
|
—
|
$11,422.40(1)
|
|
(1)
|
Pursuant to Rule 457(p) promulgated under the Securities Act, the Registrant hereby offsets the total registration fee due under this registration statement by $11,422.40
(calculated at the fee rate in effect at the date of the Registrant’s Prior Registration Statement of $129.80 per million dollars), which represents the portion of the registration fee previously paid with respect to $88,000,000 of unsold
securities previously registered under the Prior Registration Statement. The Registrant is withdrawing the unsold securities from the Prior Registration Statement. |