SEC Form 4 · accession 0000769993-15-000528
TIPTREE INC. · TIPT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Sep 17, 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 StockF5,F1,F2,F3,F35 | Sep 17, 2014 | P | 3,419 | $7.6125 | A | 5,630,264 | I | See footnotes |
| Class A Common StockF6,F1,F2,F3,F35 | Sep 17, 2014 | S | 319 | $7.5659 | D | 5,629,945 | I | See footnotes |
| Class A Common StockF7,F1,F2,F3,F35 | Sep 18, 2014 | P | 4,584 | $7.5229 | A | 5,634,529 | I | See footnotes |
| Class A Common StockF8,F1,F2,F3,F35 | Sep 18, 2014 | S | 2,475 | $7.5136 | D | 5,609,419 | I | See footnotes |
| Class A Common StockF9,F1,F2,F3,F35 | Sep 19, 2014 | P | 6,092 | $7.4504 | A | 5,638,146 | I | See footnotes |
| Class A Common StockF10,F1,F2,F3,F35 | Sep 19, 2014 | S | 30,131 | $7.5662 | D | 5,608,015 | I | See footnotes |
| Class A Common StockF11,F1,F2,F3,F35 | Sep 22, 2014 | P | 713 | $7.4494 | A | 5,608,728 | I | See footnotes |
| Class A Common StockF12,F1,F2,F3,F35 | Sep 22, 2014 | S | 2,631 | $7.3826 | D | 5,606,097 | I | See footnotes |
| Class A Common StockF13,F1,F2,F3,F35 | Sep 23, 2014 | P | 381 | $7.2715 | A | 5,606,478 | I | See footnotes |
| Class A Common StockF14,F1,F2,F3,F35 | Sep 23, 2014 | S | 381 | $7.2715 | D | 5,606,097 | I | See footnotes |
| Class A Common StockF15,F1,F2,F3,F35 | Sep 24, 2014 | P | 539 | $7.2928 | A | 5,606,636 | I | See footnotes |
| Class A Common StockF16,F1,F2,F3,F35 | Sep 24, 2014 | S | 3,297 | $7.4333 | D | 5,603,339 | I | See footnotes |
| Class A Common StockF17,F1,F2,F3,F35 | Sep 25, 2014 | P | 1,458 | $7.4855 | A | 5,604,797 | I | See footnotes |
| Class A Common StockF18,F1,F2,F3,F35 | Sep 25, 2014 | S | 2,006 | $7.4822 | D | 5,602,791 | I | See footnotes |
| Class A Common StockF19,F1,F2,F3,F35 | Sep 26, 2014 | P | 632 | $7.413 | A | 5,603,423 | I | See footnotes |
| Class A Common StockF20,F1,F2,F3,F35 | Sep 26, 2014 | S | 1,625 | $7.4137 | D | 5,601,798 | I | See footnotes |
| Class A Common StockF21,F1,F2,F3,F35 | Sep 29, 2014 | P | 1,070 | $7.2209 | A | 5,602,868 | I | See footnotes |
| Class A Common StockF22,F1,F2,F3,F35 | Sep 29, 2014 | S | 1,998 | $7.2117 | D | 5,600,870 | I | See footnotes |
| Class A Common StockF23,F1,F2,F3,F35 | Sep 30, 2014 | P | 10,894 | $7.8494 | A | 5,611,764 | I | See footnotes |
| Class A Common StockF24,F1,F2,F3,F35 | Sep 30, 2014 | P | 60,891 | $8.2574 | A | 5,672,655 | I | See footnotes |
| Class A Common StockF25,F1,F2,F3,F35 | Sep 30, 2014 | S | 611 | $7.2589 | D | 5,672,044 | I | See footnotes |
| Class A Common StockF26,F1,F2,F3,F35 | Sep 30, 2014 | S | 73,801 | $8.2582 | D | 5,598,243 | I | See footnotes |
| Class A Common StockF27,F1,F2,F3,F35 | Oct 1, 2014 | P | 5,968 | $7.6956 | A | 5,604,211 | I | See footnotes |
| Class A Common StockF28,F1,F2,F3,F35 | Oct 1, 2014 | S | 6,560 | $7.7066 | D | 5,597,651 | I | See footnotes |
| Class A Common StockF29,F1,F2,F3,F35 | Oct 2, 2014 | P | 690 | $7.4796 | A | 5,598,341 | I | See footnotes |
| Class A Common StockF30,F1,F2,F3,F35 | Oct 2, 2014 | S | 690 | $7.4796 | D | 5,597,651 | I | See footnotes |
| Class A Common StockF31,F1,F2,F3,F35 | Oct 3, 2014 | P | 652 | $7.4785 | A | 5,598,303 | I | See footnotes |
| Class A Common StockF32,F1,F2,F3,F35 | Oct 3, 2014 | S | 654 | $7.4783 | D | 5,597,649 | I | See footnotes |
| Class A Common StockF33,F4,F1,F2,F3,F35 | Oct 6, 2014 | P | 449 | $7.3576 | A | 5,598,098 | I | See footnotes |
| Class A Common StockF34,F4,F1,F2,F3,F35 | Oct 6, 2014 | S | 449 | $7.3576 | D | 5,609,053 | 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 $7.5662 per share, at prices ranging from $7.36 to $7.6 per share.
- F11Reflects a weighted average purchase price of $7.4494 per share, at prices ranging from $7.34 to $7.6797 per share.
- F12Reflects a weighted average sale price of $7.3826 per share, at prices ranging from $7.34 to $7.6797 per share.
- F13Reflects a weighted average purchase price of $7.2715 per share, at prices ranging from $7.19 to $7.4026 per share.
- F14Reflects a weighted average sale price of $7.2715 per share, at prices ranging from $7.19 to $7.4026 per share.
- F15Reflects a weighted average purchase price of $7.2928 per share, at prices ranging from $7.2077 to $7.49 per share.
- F16Reflects a weighted average sale price of $7.4333 per share, at prices ranging from $7.2077 to $7.5 per share.
- F17Reflects a weighted average purchase price of $7.4855 per share, at prices ranging from $7.47 to $7.5107 per share.
- F18Reflects a weighted average sale price of $7.4822 per share, at prices ranging from $7.47 to $7.5107 per share.
- F19Reflects a weighted average purchase price of $7.413 per share, at prices ranging from $7.4062 to $7.5235 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 $7.4137 per share, at prices ranging from $7.21 to $7.5235 per share.
- F21Reflects a weighted average purchase price of $7.2209 per share, at prices ranging from $7.2 to $7.2375 per share.
- F22Reflects a weighted average sale price of $7.2117 per share, at prices ranging from $7.19 to $7.26 per share.
- F23Reflects a weighted average purchase price of $7.8494 per share, at prices ranging from $7.2 to $8.19 per share.
- F24Reflects a weighted average purchase price of $8.2574 per share, at prices ranging from $8.21 to $8.2645 per share.
- F25Reflects a weighted average sale price of $7.2589 per share, at prices ranging from $7.2356 to $7.364 per share.
- F26Reflects a weighted average sale price of $8.2582 per share, at prices ranging from $8.2555 to $8.26 per share.
- F27Reflects a weighted average purchase price of $7.6956 per share, at prices ranging from $7.67 to $7.9133 per share.
- F28Reflects a weighted average sale price of $7.7066 per share, at prices ranging from $7.65 to $7.9133 per share.
- F29Reflects a weighted average purchase price of $7.4796 per share, at prices ranging from $7.4526 to $7.61 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 sale price of $7.4796 per share, at prices ranging from $7.4526 to $7.61 per share.
- F31Reflects a weighted average purchase price of $7.4785 per share, at prices ranging from $7.45 to $7.6 per share.
- F32Reflects a weighted average sale price of $7.4783 per share, at prices ranging from $7.42 to $7.6 per share.
- F33Reflects a weighted average purchase price of $7.3576 per share, at prices ranging from $7.3555 to $7.45 per share.
- F34Reflects a weighted average sale price of $7.3576 per share, at prices ranging from $7.3555 to $7.45 per share.
- F35Upon 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 October 6, 2014, Goldman Sachs beneficially owned directly, and GS Group may have been deemed to have beneficially owned indirectly, 13,053 shares of Common Stock, and Goldman Sachs also had open short positions of 61,159 shares of Common Stock, reflecting changes due to exempt transactions.
- F5Reflects a weighted average purchase price of $7.6125 per share, at prices ranging from $7.54 to $7.74 per share.
- F6Reflects a weighted average sale price of $7.5659 per share, at prices ranging from $7.5519 to $7.6021 per share.
- F7Reflects a weighted average purchase price of $7.5229 per share, at prices ranging from $7.41 to $7.63 per share.
- F8Reflects a weighted average sale price of $7.5136 per share, at prices ranging from $7.49 to $7.6273 per share.
- F9Reflects a weighted average purchase price of $7.4504 per share, at prices ranging from $7.36 to $7.63 per share.