SEC Form 4 · accession 0000769993-15-000526
TIPTREE INC. · TIPT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Aug 5, 2014
Accepted (ET)
Apr 15, 2015 · 5:51 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001393726
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF5,F1,F2,F3,F32 | Aug 5, 2014 | P | 601 | $7.0244 | A | 5,600,775 | I | See footnotes |
| Class A Common StockF6,F1,F2,F3,F32 | Aug 5, 2014 | S | 501 | $7.0272 | D | 5,600,274 | I | See footnotes |
| Class A Common StockF7,F1,F2,F3,F32 | Aug 6, 2014 | P | 908 | $6.985 | A | 5,601,182 | I | See footnotes |
| Class A Common StockF8,F1,F2,F3,F32 | Aug 6, 2014 | S | 1,146 | $6.987 | D | 5,600,036 | I | See footnotes |
| Class A Common StockF9,F1,F2,F3,F32 | Aug 7, 2014 | P | 700 | $6.9074 | A | 5,600,736 | I | See footnotes |
| Class A Common StockF10,F1,F2,F3,F32 | Aug 7, 2014 | S | 700 | $6.9074 | D | 5,600,036 | I | See footnotes |
| Class A Common StockF11,F1,F2,F3,F32 | Aug 8, 2014 | P | 839 | $6.9754 | A | 5,600,875 | I | See footnotes |
| Class A Common StockF12,F1,F2,F3,F32 | Aug 8, 2014 | S | 1,639 | $6.9374 | D | 5,599,236 | I | See footnotes |
| Class A Common StockF13,F1,F2,F3,F32 | Aug 11, 2014 | P | 757 | $7.0871 | A | 5,599,993 | I | See footnotes |
| Class A Common StockF14,F1,F2,F3,F32 | Aug 11, 2014 | S | 971 | $7.1164 | D | 5,599,022 | I | See footnotes |
| Class A Common StockF1,F2,F3 | Aug 12, 2014 | P | 248 | $7.05 | A | 5,599,270 | I | See footnotes |
| Class A Common StockF1,F2,F3 | Aug 12, 2014 | S | 248 | $7.05 | D | 5,599,022 | I | See footnotes |
| Class A Common StockF15,F1,F2,F3,F32 | Aug 13, 2014 | P | 570 | $7.164 | A | 5,599,592 | I | See footnotes |
| Class A Common StockF16,F1,F2,F3,F32 | Aug 13, 2014 | S | 3,405 | $7.2275 | D | 5,596,187 | I | See footnotes |
| Class A Common StockF17,F1,F2,F3,F32 | Aug 14, 2014 | P | 37 | $7.1556 | A | 5,596,224 | I | See footnotes |
| Class A Common StockF18,F1,F2,F3,F32 | Aug 14, 2014 | S | 39 | $7.143 | D | 5,596,185 | I | See footnotes |
| Class A Common StockF19,F1,F2,F3,F32 | Aug 15, 2014 | P | 898 | $7.1332 | A | 5,597,083 | I | See footnotes |
| Class A Common StockF20,F1,F2,F3,F32 | Aug 15, 2014 | S | 1,732 | $7.134 | D | 5,595,351 | I | See footnotes |
| Class A Common StockF21,F1,F2,F3,F32 | Aug 18, 2014 | P | 595 | $7.1574 | A | 5,595,946 | I | See footnotes |
| Class A Common StockF22,F1,F2,F3,F32 | Aug 18, 2014 | S | 637 | $7.1595 | D | 5,595,309 | I | See footnotes |
| Class A Common StockF23,F1,F2,F3,F32 | Aug 19, 2014 | P | 12 | $7.0991 | A | 5,595,321 | I | See footnotes |
| Class A Common StockF24,F1,F2,F3,F32 | Aug 19, 2014 | S | 12 | $7.0991 | D | 5,595,309 | I | See footnotes |
| Class A Common StockF1,F2,F3 | Aug 20, 2014 | P | 18 | $7.22 | A | 5,595,327 | I | See footnotes |
| Class A Common StockF25,F1,F2,F3,F32 | Aug 20, 2014 | S | 1,778 | $7.2144 | D | 5,593,549 | I | See footnotes |
| Class A Common StockF26,F1,F2,F3,F32 | Aug 21, 2014 | P | 199 | $7.2341 | A | 5,593,748 | I | See footnotes |
| Class A Common StockF27,F1,F2,F3,F32 | Aug 21, 2014 | S | 635 | $7.2412 | D | 5,593,113 | I | See footnotes |
| Class A Common StockF28,F1,F2,F3,F32 | Aug 22, 2014 | P | 466 | $7.2252 | A | 5,593,579 | I | See footnotes |
| Class A Common StockF29,F1,F2,F3,F32 | Aug 22, 2014 | S | 787 | $7.2104 | D | 5,592,792 | I | See footnotes |
| Class A Common StockF30,F4,F1,F2,F3,F32 | Aug 25, 2014 | P | 42 | $7.2761 | A | 5,592,834 | I | See footnotes |
| Class A Common StockF31,F4,F1,F2,F3,F32 | Aug 25, 2014 | S | 34 | $7.2594 | D | 5,596,353 | I | See footnotes |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group") and Goldman, Sachs & Co. ("Goldman Sachs" and together with GS Group, the "Reporting Persons"). Goldman Sachs is a wholly-owned subsidiary of GS Group. Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.
- F10Reflects a weighted average sale price of $6.9074 per share, at prices ranging from $6.781 to $7.0462 per share.
- F11Reflects a weighted average purchase price of $6.9754 per share, at prices ranging from $6.8195 to $7.05 per share.
- F12Reflects a weighted average sale price of $6.9374 per share, at prices ranging from $6.8195 to $7.05 per share.
- F13Reflects a weighted average purchase price of $7.0871 per share, at prices ranging from $6.9502 to $7.22 per share.
- F14Reflects a weighted average sale price of $7.1164 per share, at prices ranging from $6.9502 to $7.22 per share.
- F15Reflects a weighted average purchase price of $7.164 per share, at prices ranging from $7.1078 to $7.19 per share.
- F16Reflects a weighted average sale price of $7.2275 per share, at prices ranging from $7.1078 to $7.2299 per share.
- F17Reflects a weighted average purchase price of $7.1556 per share, at prices ranging from $7.09 to $7.1955 per share.
- F18Reflects a weighted average sale price of $7.143 per share, at prices ranging from $6.91 to $7.1955 per share.
- F19Reflects a weighted average purchase price of $7.1332 per share, at prices ranging from $6.978 to $7.2513 per share.
- F2The shares of common stock, par value $0.001 per share (the "Common Stock") of Tiptree Financial, Inc. (the "Company") reported herein as purchased and sold were beneficially owned directly by Goldman Sachs, and indirectly by GS Group. Without admitting any legal obligation, Goldman Sachs or another wholly-owned subsidiary of GS Group will remit appropriate profits, if any, to the Company.
- F20Reflects a weighted average sale price of $7.134 per share, at prices ranging from $6.978 to $7.2513 per share.
- F21Reflects a weighted average purchase price of $7.1574 per share, at prices ranging from $6.9897 to $7.19 per share.
- F22Reflects a weighted average sale price of $7.1595 per share, at prices ranging from $6.9897 to $7.19 per share.
- F23Reflects a weighted average purchase price of $7.0991 per share, at prices ranging from $6.9818 to $7.1829 per share.
- F24Reflects a weighted average sale price of $7.0991 per share, at prices ranging from $6.9818 to $7.1829 per share.
- F25Reflects a weighted average sale price of $7.2144 per share, at prices ranging from $7.17 to $7.22 per share.
- F26Reflects a weighted average purchase price of $7.2341 per share, at prices ranging from $7.0711 to $7.2974 per share.
- F27Reflects a weighted average sale price of $7.2412 per share, at prices ranging from $7.0711 to $7.2974 per share.
- F28Reflects a weighted average purchase price of $7.2252 per share, at prices ranging from $7.2 to $7.2653 per share.
- F29Reflects a weighted average sale price of $7.2104 per share, at prices ranging from $7.11 to $7.2653 per share.
- F3For purposes of Rule 13d-3(a) and Rule 16a-1(a) only (and not for any other applicable purpose), GS Group and Goldman Sachs may be deemed to beneficially own indirectly the 5,596,000 shares of Common Stock held by indirect subsidiaries of ProSight Global Holdings Ltd. ("ProSight Global") because (i) certain investment partnerships (the "Funds") own ProSight Investment LLC ("ProSight Investment") and ProSight Parallel Investment LLC ("ProSight Parallel Investment"), shareholders of ProSight Global, (ii) the general partners of the Funds are affiliates of GS Group and Goldman Sachs, (iii) Goldman Sachs is the investment manager of certain of the Funds and (iv) of the relationship between ProSight Equity Management Inc., the manager of ProSight Investment and ProSight Parallel Investment, and Goldman Sachs.
- F30Reflects a weighted average purchase price of $7.2761 per share, at prices ranging from $7.1196 to $7.32 per share.
- F31Reflects a weighted average sale price of $7.2594 per share, at prices ranging from $7.10 to $7.29 per share.
- F32Upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price will be provided.
- F4As of August 25, 2014, Goldman Sachs beneficially owned directly, and GS Group may have been deemed to beneficially own indirectly, 353 shares of Common Stock, and Goldman Sachs also had open short positions of 42,985 shares of Common Stock, reflecting changes due to exempt transactions.
- F5Reflects a weighted average purchase price of $7.0244 per share, at prices ranging from $6.971 to $7.03 per share.
- F6Reflects a weighted average sale price of $7.0272 per share, at prices ranging from $6.971 to $7.03 per share.
- F7Reflects a weighted average purchase price of $6.985 per share, at prices ranging from $6.8028 to $7.01 per share.
- F8Reflects a weighted average sale price of $6.987 per share, at prices ranging from $6.8028 to $7.03 per share.
- F9Reflects a weighted average purchase price of $6.9074 per share, at prices ranging from $6.781 to $7.0462 per share.