SEC Form 4 · accession 0000769993-15-000529

TIPTREE INC. · TIPT

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owners

GOLDMAN SACHS & CO

10% Owner

GOLDMAN SACHS GROUP INC

10% Owner

Period of report

Oct 7, 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 Stock^{F5,F1,F2,F3,F33}	Oct 7, 2014	P	455	$7.2882	A	5,609,508	I	See footnotes
Class A Common Stock^{F6,F1,F2,F3,F33}	Oct 7, 2014	S	455	$7.2882	D	5,609,053	I	See footnotes
Class A Common Stock^{F7,F1,F2,F3,F33}	Oct 8, 2014	P	1,333	$7.3721	A	5,610,386	I	See footnotes
Class A Common Stock^{F8,F1,F2,F3,F33}	Oct 8, 2014	S	1,141	$7.3709	D	5,609,245	I	See footnotes
Class A Common Stock^{F9,F1,F2,F3,F33}	Oct 9, 2014	P	1,051	$7.2627	A	5,610,296	I	See footnotes
Class A Common Stock^{F10,F1,F2,F3,F33}	Oct 9, 2014	S	1,051	$7.2693	D	5,609,245	I	See footnotes
Class A Common Stock^{F11,F1,F2,F3,F33}	Oct 10, 2014	P	1,252	$7.2318	A	5,610,497	I	See footnotes
Class A Common Stock^{F12,F1,F2,F3,F33}	Oct 10, 2014	S	1,457	$7.229	D	5,609,040	I	See footnotes
Class A Common Stock^{F13,F1,F2,F3,F33}	Oct 13, 2014	P	513	$7.2541	A	5,609,553	I	See footnotes
Class A Common Stock^{F14,F1,F2,F3,F33}	Oct 13, 2014	S	547	$7.2532	D	5,609,006	I	See footnotes
Class A Common Stock^{F15,F1,F2,F3,F33}	Oct 14, 2014	P	456	$7.2828	A	5,609,462	I	See footnotes
Class A Common Stock^{F16,F1,F2,F3,F33}	Oct 14, 2014	S	556	$7.2949	D	5,608,906	I	See footnotes
Class A Common Stock^{F17,F1,F2,F3,F33}	Oct 15, 2014	P	1,442	$7.1861	A	5,610,348	I	See footnotes
Class A Common Stock^{F18,F1,F2,F3,F33}	Oct 15, 2014	S	2,883	$7.1932	D	5,607,465	I	See footnotes
Class A Common Stock^{F19,F1,F2,F3,F33}	Oct 16, 2014	P	1,577	$7.2891	A	5,609,042	I	See footnotes
Class A Common Stock^{F20,F1,F2,F3,F33}	Oct 16, 2014	S	2,787	$7.2846	D	5,606,255	I	See footnotes
Class A Common Stock^{F21,F1,F2,F3,F33}	Oct 17, 2014	P	1,359	$7.3318	A	5,607,614	I	See footnotes
Class A Common Stock^{F22,F1,F2,F3,F33}	Oct 17, 2014	S	1,445	$7.3299	D	5,606,169	I	See footnotes
Class A Common Stock^{F23,F1,F2,F3,F33}	Oct 20, 2014	P	1,023	$7.4328	A	5,607,192	I	See footnotes
Class A Common Stock^{F24,F1,F2,F3,F33}	Oct 20, 2014	S	823	$7.4082	D	5,606,369	I	See footnotes
Class A Common Stock^{F25,F1,F2,F3,F33}	Oct 21, 2014	P	1,111	$7.6006	A	5,607,480	I	See footnotes
Class A Common Stock^{F26,F1,F2,F3,F33}	Oct 21, 2014	S	1,111	$7.6006	D	5,606,369	I	See footnotes
Class A Common Stock^{F27,F1,F2,F3,F33}	Oct 22, 2014	P	529	$7.4098	A	5,606,898	I	See footnotes
Class A Common Stock^{F28,F1,F2,F3,F33}	Oct 22, 2014	S	456	$7.4001	D	5,606,442	I	See footnotes
Class A Common Stock^{F29,F1,F2,F3,F33}	Oct 23, 2014	P	2,690	$7.5659	A	5,609,132	I	See footnotes
Class A Common Stock^{F30,F1,F2,F3,F33}	Oct 23, 2014	S	1,650	$7.5568	D	5,607,482	I	See footnotes
Class A Common Stock^F1,F2,F3	Oct 24, 2014	P	42	$7.52	A	5,573,485	I	See footnotes
Class A Common Stock^F1,F2,F3	Oct 24, 2014	S	42	$7.52	D	5,573,443	I	See footnotes
Class A Common Stock^{F31,F4,F1,F2,F3,F33}	Oct 27, 2014	P	390	$7.5063	A	5,607,872	I	See footnotes
Class A Common Stock^{F32,F4,F1,F2,F3,F33}	Oct 27, 2014	S	390	$7.5063	D	5,609,068	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 $7.2693 per share, at prices ranging from $7.19 to $7.3079 per share.
F11Reflects a weighted average purchase price of $7.2318 per share, at prices ranging from $7.21 to $7.3863 per share.
F12Reflects a weighted average sale price of $7.229 per share, at prices ranging from $7.2243 to $7.3863 per share.
F13Reflects a weighted average purchase price of $7.2541 per share, at prices ranging from $7.2236 to $7.4065 per share.
F14Reflects a weighted average sale price of $7.2532 per share, at prices ranging from $7.2236 to $7.4065 per share.
F15Reflects a weighted average purchase price of $7.2828 per share, at prices ranging from $7.2827 to $7.2832 per share.
F16Reflects a weighted average sale price of $7.2949 per share, at prices ranging from $7.2827 to $7.35 per share.
F17Reflects a weighted average purchase price of $7.1861 per share, at prices ranging from $7.1239 to $7.21 per share.
F18Reflects a weighted average sale price of $7.1932 per share, at prices ranging from $7.02 to $7.36 per share.
F19Reflects a weighted average purchase price of $7.2891 per share, at prices ranging from $7.28 to $7.44 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 $7.2846 per share, at prices ranging from $7.28 to $7.3122 per share.
F21Reflects a weighted average purchase price of $7.3318 per share, at prices ranging from $7.242 to $7.42 per share.
F22Reflects a weighted average sale price of $7.3299 per share, at prices ranging from $7.242 to $7.42 per share.
F23Reflects a weighted average purchase price of $7.4328 per share, at prices ranging from $7.2804 to $7.56 per share.
F24Reflects a weighted average sale price of $7.4082 per share, at prices ranging from $7.2804 to $7.56 per share.
F25Reflects a weighted average purchase price of $7.6006 per share, at prices ranging from $7.5243 to $7.65 per share.
F26Reflects a weighted average sale price of $7.6006 per share, at prices ranging from $7.5243 to $7.65 per share.
F27Reflects a weighted average purchase price of $7.4098 per share, at prices ranging from $7.3949 to $7.47 per share.
F28Reflects a weighted average sale price of $7.4001 per share, at prices ranging from $7.3949 to $7.46 per share.
F29Reflects a weighted average purchase price of $7.5659 per share, at prices ranging from $7.3702 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 $7.5568 per share, at prices ranging from $7.3702 to $7.6 per share.
F31Reflects a weighted average purchase price of $7.5063 per share, at prices ranging from $7.4833 to $7.59 per share.
F32Reflects a weighted average sale price of $7.5063 per share, at prices ranging from $7.4833 to $7.59 per share.
F33Upon 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 27, 2014, Goldman Sachs beneficially owned directly, and GS Group may have been deemed to have beneficially owned indirectly, 13,068 shares of Common Stock, and Goldman Sachs also had open short positions of 62,445 shares of Common Stock reflecting changes due to exempt transactions.
F5Reflects a weighted average purchase price of $7.2882 per share, at prices ranging from $7.2617 to $7.49 per share.
F6Reflects a weighted average sale price of $7.2882 per share, at prices ranging from $7.2617 to $7.49 per share.
F7Reflects a weighted average purchase price of $7.3721 per share, at prices ranging from $7.3127 to $7.4668 per share.
F8Reflects a weighted average sale price of $7.3709 per share, at prices ranging from $7.3127 to $7.4668 per share.
F9Reflects a weighted average purchase price of $7.2627 per share, at prices ranging from $7.23 to $7.3079 per share.