SEC Form 4 · accession 0000769993-15-000530
TIPTREE INC. · TIPT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Oct 28, 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,F31 | Oct 28, 2014 | P | 751 | $7.6816 | A | 5,609,819 | I | See footnotes |
| Class A Common StockF6,F1,F2,F3,F31 | Oct 28, 2014 | S | 703 | $7.7753 | D | 5,609,116 | I | See footnotes |
| Class A Common StockF7,F1,F2,F3,F31 | Oct 29, 2014 | P | 372 | $8.1717 | A | 5,609,488 | I | See footnotes |
| Class A Common StockF8,F1,F2,F3,F31 | Oct 29, 2014 | S | 1,549 | $8.2318 | D | 5,607,939 | I | See footnotes |
| Class A Common StockF9,F1,F2,F3,F31 | Oct 30, 2014 | P | 386 | $7.9988 | A | 5,608,325 | I | See footnotes |
| Class A Common StockF10,F1,F2,F3,F31 | Oct 30, 2014 | S | 386 | $7.9988 | D | 5,607,939 | I | See footnotes |
| Class A Common StockF11,F1,F2,F3,F31 | Oct 31, 2014 | P | 1,248 | $8.0194 | A | 5,609,187 | I | See footnotes |
| Class A Common StockF12,F1,F2,F3,F31 | Oct 31, 2014 | S | 1,373 | $8.0249 | D | 5,607,814 | I | See footnotes |
| Class A Common StockF13,F1,F2,F3,F31 | Nov 3, 2014 | P | 356 | $7.872 | A | 5,608,170 | I | See footnotes |
| Class A Common StockF14,F1,F2,F3,F31 | Nov 3, 2014 | S | 387 | $7.8662 | D | 5,607,783 | I | See footnotes |
| Class A Common StockF15,F1,F2,F3,F31 | Nov 4, 2014 | P | 322 | $7.7631 | A | 5,608,105 | I | See footnotes |
| Class A Common StockF16,F1,F2,F3,F31 | Nov 4, 2014 | S | 239 | $7.7164 | D | 5,607,866 | I | See footnotes |
| Class A Common StockF17,F1,F2,F3,F31 | Nov 5, 2014 | P | 323 | $8.023 | A | 5,608,189 | I | See footnotes |
| Class A Common StockF18,F1,F2,F3,F31 | Nov 5, 2014 | S | 323 | $8.023 | D | 5,607,866 | I | See footnotes |
| Class A Common StockF19,F1,F2,F3,F31 | Nov 6, 2014 | P | 1,228 | $8.1948 | A | 5,609,094 | I | See footnotes |
| Class A Common StockF20,F1,F2,F3,F31 | Nov 6, 2014 | S | 771 | $8.1442 | D | 5,608,323 | I | See footnotes |
| Class A Common StockF1,F2,F3 | Nov 7, 2014 | P | 473 | $7.68 | A | 5,608,796 | I | See footnotes |
| Class A Common StockF21,F1,F2,F3,F31 | Nov 7, 2014 | S | 1,789 | $7.7569 | D | 5,607,007 | I | See footnotes |
| Class A Common StockF22,F1,F2,F3,F31 | Nov 10, 2014 | P | 402 | $7.9629 | A | 5,606,476 | I | See footnotes |
| Class A Common StockF23,F1,F2,F3,F31 | Nov 10, 2014 | S | 933 | $8.0476 | D | 5,606,476 | I | See footnotes |
| Class A Common StockF24,F1,F2,F3,F31 | Nov 11, 2014 | P | 219 | $8.0194 | A | 5,606,695 | I | See footnotes |
| Class A Common StockF1,F2,F3 | Nov 11, 2014 | S | 5 | $7.825 | D | 5,606,690 | I | See footnotes |
| Class A Common StockF25,F1,F2,F3,F31 | Nov 12, 2014 | P | 101 | $7.9796 | A | 5,606,791 | I | See footnotes |
| Class A Common StockF1,F2,F3 | Nov 12, 2014 | S | 23 | $8.08 | D | 5,606,768 | I | See footnotes |
| Class A Common StockF26,F1,F2,F3,F31 | Nov 13, 2014 | P | 33 | $8.0653 | A | 5,606,801 | I | See footnotes |
| Class A Common StockF27,F1,F2,F3,F31 | Nov 13, 2014 | S | 33 | $8.0653 | D | 5,606,768 | I | See footnotes |
| Class A Common StockF1,F2,F3 | Nov 14, 2014 | P | 9 | $7.5547 | A | 5,606,777 | I | See footnotes |
| Class A Common StockF28,F1,F2,F3,F31 | Nov 14, 2014 | S | 59 | $7.6947 | D | 5,606,718 | I | See footnotes |
| Class A Common StockF29,F4,F1,F2,F3,F31 | Nov 17, 2014 | P | 368 | $7.5251 | A | 5,607,086 | I | See footnotes |
| Class A Common StockF30,F4,F1,F2,F3,F31 | Nov 17, 2014 | S | 368 | $7.5251 | D | 5,607,047 | 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 $7.9988 per share, at prices ranging from $7.9692 to $8.07 per share.
- F11Reflects a weighted average purchase price of $8.0194 per share, at prices ranging from $7.7317 to $8.08 per share.
- F12Reflects a weighted average sale price of $8.0249 per share, at prices ranging from $7.7317 to $8.08 per share.
- F13Reflects a weighted average purchase price of $7.8720 per share, at prices ranging from $7.79 to $7.927 per share.
- F14Reflects a weighted average sale price of $7.8662 per share, at prices ranging from $7.79 to $7.927 per share.
- F15Reflects a weighted average purchase price of $7.7631 per share, at prices ranging from $7.6317 to $8.10 per share.
- F16Reflects a weighted average sale price of $7.7164 per share, at prices ranging from $7.6317 to $8.10 per share.
- F17Reflects a weighted average purchase price of $8.0230 per share, at prices ranging from $8.0226 to $8.0275 per share.
- F18Reflects a weighted average sale price of $8.0230 per share, at prices ranging from $8.0226 to $8.0275 per share.
- F19Reflects a weighted average purchase price of $8.1948 per share, at prices ranging from $7.944 to $8.28 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 $8.1442 per share, at prices ranging from $7.944 to $8.28 per share.
- F21Reflects a weighted average sale price of $7.7569 per share, at prices ranging from $7.53 to $8.09 per share.
- F22Reflects a weighted average purchase price of $7.9629 per share, at prices ranging from $7.70 to $8.05 per share.
- F23Reflects a weighted average sale price of $8.0476 per share, at prices ranging from $7.61 to $8.05 per share.
- F24Reflects a weighted average purchase price of $8.0194 per share, at prices ranging from $7.825 to $8.08 per share.
- F25Reflects a weighted average purchase price of $7.9796 per share, at prices ranging from $7.95 to $8.08 per share.
- F26Reflects a weighted average purchase price of $8.0653 per share, at prices ranging from $7.72 to $8.21 per share.
- F27Reflects a weighted average sale price of $8.0653 per share, at prices ranging from $7.72 to $8.21 per share.
- F28Reflects a weighted average sale price of $7.6947 per share, at prices ranging from $7.5547 to $7.7199 per share.
- F29Reflects a weighted average purchase price of $7.5251 per share, at prices ranging from $7.4919 to $7.53 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 $7.5251 per share, at prices ranging from $7.4919 to $7.53 per share.
- F31Upon 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 November 17, 2014, Goldman Sachs beneficially owned directly, and GS Group may have been deemed to have beneficially owned indirectly, 11,047 shares of Common Stock, and Goldman Sachs also had open short positions of 63,674 shares of Common Stock, reflecting changes due to exempt transactions.
- F5Reflects a weighted average purchase price of $7.6816 per share, at prices ranging from $7.5112 to $7.97 per share.
- F6Reflects a weighted average sale price of $7.7753 per share, at prices ranging from $7.5112 to $7.97 per share.
- F7Reflects a weighted average purchase price of $8.1717 per share, at prices ranging from $8.0434 to $8.33 per share.
- F8Reflects a weighted average sale price of $8.2318 per share, at prices ranging from $8.00 to $8.33 per share.
- F9Reflects a weighted average purchase price of $7.9988 per share, at prices ranging from $7.9692 to $8.07 per share.