SEC Form 4 · accession 0000769993-15-000527
TIPTREE INC. · TIPT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Aug 26, 2014
Accepted (ET)
Apr 15, 2015 · 5:52 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 StockF1,F2,F3 | Aug 26, 2014 | P | 73 | $7.31 | A | 5,596,426 | I | See footnotes |
| Class A Common StockF5,F1,F2,F3,F34 | Aug 26, 2014 | S | 154 | $7.2789 | D | 5,596,272 | I | See footnotes |
| Class A Common StockF6,F1,F2,F3,F34 | Aug 27, 2014 | P | 177 | $7.1919 | A | 5,596,449 | I | See footnotes |
| Class A Common StockF7,F1,F2,F3,F34 | Aug 27, 2014 | S | 177 | $7.1919 | D | 5,596,272 | I | See footnotes |
| Class A Common StockF8,F1,F2,F3,F34 | Aug 28, 2014 | P | 360 | $7.1555 | A | 5,593,079 | I | See footnotes |
| Class A Common StockF9,F1,F2,F3,F34 | Aug 28, 2014 | S | 1,400 | $7.1291 | D | 5,591,679 | I | See footnotes |
| Class A Common StockF10,F1,F2,F3,F34 | Aug 29, 2014 | P | 176 | $7.2626 | A | 5,595,408 | I | See footnotes |
| Class A Common StockF11,F1,F2,F3,F34 | Aug 29, 2014 | S | 1,249 | $7.24 | D | 5,594,159 | I | See footnotes |
| Class A Common StockF12,F1,F2,F3,F34 | Sep 2, 2014 | P | 2,601 | $7.1435 | A | 5,596,760 | I | See footnotes |
| Class A Common StockF13,F1,F2,F3,F34 | Sep 2, 2014 | S | 8,618 | $7.1411 | D | 5,588,142 | I | See footnotes |
| Class A Common StockF14,F1,F2,F3,F34 | Sep 3, 2014 | P | 244 | $7.0319 | A | 5,588,386 | I | See footnotes |
| Class A Common StockF15,F1,F2,F3,F34 | Sep 3, 2014 | S | 820 | $6.945 | D | 5,587,566 | I | See footnotes |
| Class A Common StockF16,F1,F2,F3,F34 | Sep 4, 2014 | P | 3,532 | $6.7874 | A | 5,591,098 | I | See footnotes |
| Class A Common StockF17,F1,F2,F3,F34 | Sep 4, 2014 | S | 3,732 | $6.7942 | D | 5,587,366 | I | See footnotes |
| Class A Common StockF18,F1,F2,F3,F34 | Sep 5, 2014 | P | 142 | $7.006 | A | 5,587,508 | I | See footnotes |
| Class A Common StockF19,F1,F2,F3,F34 | Sep 5, 2014 | S | 942 | $6.9776 | D | 5,586,566 | I | See footnotes |
| Class A Common StockF20,F1,F2,F3,F34 | Sep 8, 2014 | P | 3,929 | $7.3908 | A | 5,590,495 | I | See footnotes |
| Class A Common StockF21,F1,F2,F3,F34 | Sep 8, 2014 | S | 2,830 | $7.4287 | D | 5,587,665 | I | See footnotes |
| Class A Common StockF22,F1,F2,F3,F34 | Sep 9, 2014 | P | 4,093 | $7.5627 | A | 5,591,758 | I | See footnotes |
| Class A Common StockF23,F1,F2,F3,F34 | Sep 9, 2014 | S | 1,091 | $7.5182 | D | 5,590,667 | I | See footnotes |
| Class A Common StockF24,F1,F2,F3,F34 | Sep 10, 2014 | P | 3,831 | $8.0875 | A | 5,594,498 | I | See footnotes |
| Class A Common StockF25,F1,F2,F3,F34 | Sep 10, 2014 | S | 831 | $8.0758 | D | 5,593,667 | I | See footnotes |
| Class A Common StockF26,F1,F2,F3,F34 | Sep 11, 2014 | P | 3,215 | $8.1767 | A | 5,596,882 | I | See footnotes |
| Class A Common StockF27,F1,F2,F3,F34 | Sep 11, 2014 | S | 194 | $8.0744 | D | 5,596,688 | I | See footnotes |
| Class A Common StockF28,F1,F2,F3,F34 | Sep 12, 2014 | P | 4,568 | $7.9802 | A | 5,601,256 | I | See footnotes |
| Class A Common StockF29,F1,F2,F3,F34 | Sep 12, 2014 | S | 768 | $7.9266 | D | 5,600,488 | I | See footnotes |
| Class A Common StockF30,F1,F2,F3,F34 | Sep 15, 2014 | P | 4,286 | $7.7639 | A | 5,604,774 | I | See footnotes |
| Class A Common StockF31,F1,F2,F3,F34 | Sep 15, 2014 | S | 86 | $7.6688 | D | 5,604,688 | I | See footnotes |
| Class A Common StockF32,F4,F1,F2,F3,F34 | Sep 16, 2014 | P | 3,785 | $7.6545 | A | 5,608,473 | I | See footnotes |
| Class A Common StockF33,F4,F1,F2,F3,F34 | Sep 16, 2014 | S | 710 | $7.6036 | D | 5,626,845 | 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 purchase price of $7.2626 per share, at prices ranging from $7.24 to $7.2886 per share.
- F11Reflects a weighted average sale price of $7.24 per share, at prices ranging from $7.12 to $7.2886 per share.
- F12Reflects a weighted average purchase price of $7.1435 per share, at prices ranging from $7.14 to $7.2439 per share.
- F13Reflects a weighted average sale price of $7.1411 per share, at prices ranging from $7.14 to $7.2439 per share.
- F14Reflects a weighted average purchase price of $7.0319 per share, at prices ranging from $6.91 to $7.2384 per share.
- F15Reflects a weighted average sale price of $6.945 per share, at prices ranging from $6.86 to $7.2384 per share.
- F16Reflects a weighted average purchase price of $6.7874 per share, at prices ranging from $6.7777 to $6.9647 per share.
- F17Reflects a weighted average sale price of $6.7942 per share, at prices ranging from $6.7777 to $6.9647 per share.
- F18Reflects a weighted average purchase price of $7.006 per share, at prices ranging from $6.9472 to $7.01 per share.
- F19Reflects a weighted average sale price of $6.9776 per share, at prices ranging from $6.84 to $7.06 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 purchase price of $7.3908 per share, at prices ranging from $7.24 to $7.4738 per share.
- F21Reflects a weighted average sale price of $7.4287 per share, at prices ranging from $7.2585 to $7.4738 per share.
- F22Reflects a weighted average purchase price of $7.5627 per share, at prices ranging from $7.35 to $7.96 per share.
- F23Reflects a weighted average sale price of $7.5182 per share, at prices ranging from $7.4185 to $7.7519 per share.
- F24Reflects a weighted average purchase price of $8.0875 per share, at prices ranging from $7.92 to $8.5 per share.
- F25Reflects a weighted average sale price of $8.0758 per share, at prices ranging from $7.99 to $8.376 per share.
- F26Reflects a weighted average purchase price of $8.1767 per share, at prices ranging from $7.97 to $8.46 per share.
- F27Reflects a weighted average sale price of $8.0744 per share, at prices ranging from $8.0002 to $8.45 per share.
- F28Reflects a weighted average purchase price of $7.9802 per share, at prices ranging from $7.725 to $8.43 per share.
- F29Reflects a weighted average sale price of $7.9266 per share, at prices ranging from $7.73 to $8.3079 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 $7.7639 per share, at prices ranging from 7.5852 to $7.85 per share.
- F31Reflects a weighted average sale price of $7.6688 per share, at prices ranging from $7.5852 to $7.81 per share.
- F32Reflects a weighted average purchase price of $7.6545 per share, at prices ranging from 7.59 to $7.8842 per share
- F33Reflects a weighted average sale price of $7.6036 per share, at prices ranging from $7.58 to $7.8842 per share.
- F34Upon 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 September 16, 2014, Goldman Sachs beneficially owned directly, and GS Group may have been deemed to have beneficially owned indirectly, 30,845 shares of Common Stock, and Goldman Sachs also had open short positions of 54,017 shares of Common Stock, reflecting changes due to exempt transactions.
- F5Reflects a weighted average sale price of $7.2789 per share, at prices ranging from $7.12 to $7.32 per share.
- F6Reflects a weighted average purchase price of $7.1919 per share, at prices ranging from $7.1048 to $7.24 per share.
- F7Reflects a weighted average sale price of $7.1919 per share, at prices ranging from $7.1048 to $7.24 per share.
- F8Reflects a weighted average purchase price of $7.1555 per share, at prices ranging from $7.12 to $7.2322 per share.
- F9Reflects a weighted average sale price of $7.1291 per share, at prices ranging from $7.12 to $7.2322 per share.