SEC Form 4 · accession 0000769993-15-000531
TIPTREE INC. · TIPT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Nov 18, 2014
Accepted (ET)
Apr 15, 2015 · 5:53 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 | Nov 18, 2014 | P | 357 | $7.4812 | A | 5,607,404 | I | See footnotes |
| Class A Common StockF6,F1,F2,F3,F35 | Nov 18, 2014 | S | 224 | $7.47 | D | 5,607,180 | I | See footnotes |
| Class A Common StockF7,F1,F2,F3,F35 | Nov 19, 2014 | P | 179 | $7.3692 | A | 5,607,359 | I | See footnotes |
| Class A Common StockF8,F1,F2,F3,F35 | Nov 19, 2014 | S | 221 | $7.3607 | D | 5,607,138 | I | See footnotes |
| Class A Common StockF9,F1,F2,F3,F35 | Nov 20, 2014 | P | 446 | $7.36 | A | 5,607,584 | I | See footnotes |
| Class A Common StockF10,F1,F2,F3,F35 | Nov 20, 2014 | S | 48 | $7.3477 | D | 5,607,536 | I | See footnotes |
| Class A Common StockF11,F1,F2,F3,F35 | Nov 21, 2014 | P | 480 | $7.4394 | A | 5,608,016 | I | See footnotes |
| Class A Common StockF12,F1,F2,F3,F35 | Nov 21, 2014 | S | 895 | $7.4885 | D | 5,607,121 | I | See footnotes |
| Class A Common StockF13,F1,F2,F3,F35 | Nov 24, 2014 | P | 713 | $7.4837 | A | 5,607,834 | I | See footnotes |
| Class A Common StockF14,F1,F2,F3,F35 | Nov 24, 2014 | S | 391 | $7.4702 | D | 5,607,443 | I | See footnotes |
| Class A Common StockF15,F1,F2,F3,F35 | Nov 25, 2014 | P | 585 | $7.4675 | A | 5,608,028 | I | See footnotes |
| Class A Common StockF16,F1,F2,F3,F35 | Nov 25, 2014 | S | 1,183 | $7.5092 | D | 5,570,891 | I | See footnotes |
| Class A Common StockF17,F1,F2,F3,F35 | Nov 26, 2014 | P | 201 | $7.4637 | A | 5,607,046 | I | See footnotes |
| Class A Common StockF18,F1,F2,F3,F35 | Nov 26, 2014 | S | 119 | $7.4042 | D | 5,606,927 | I | See footnotes |
| Class A Common StockF19,F1,F2,F3,F35 | Nov 28, 2014 | P | 1,180 | $7.3001 | A | 5,608,107 | I | See footnotes |
| Class A Common StockF20,F1,F2,F3,F35 | Nov 28, 2014 | S | 2,355 | $7.3001 | D | 5,605,752 | I | See footnotes |
| Class A Common StockF21,F1,F2,F3,F35 | Dec 1, 2014 | P | 1,498 | $7.2701 | A | 5,607,250 | I | See footnotes |
| Class A Common StockF22,F1,F2,F3,F35 | Dec 1, 2014 | S | 1,506 | $7.2807 | D | 5,605,744 | I | See footnotes |
| Class A Common StockF23,F1,F2,F3,F35 | Dec 2, 2014 | P | 378 | $7.4331 | A | 5,606,122 | I | See footnotes |
| Class A Common StockF24,F1,F2,F3,F35 | Dec 2, 2014 | S | 378 | $7.4331 | D | 5,605,744 | I | See footnotes |
| Class A Common StockF25,F1,F2,F3,F35 | Dec 3, 2014 | P | 154 | $7.4257 | A | 5,605,898 | I | See footnotes |
| Class A Common StockF26,F1,F2,F3,F35 | Dec 3, 2014 | S | 155 | $7.4246 | D | 5,605,743 | I | See footnotes |
| Class A Common StockF27,F1,F2,F3,F35 | Dec 4, 2014 | P | 1,600 | $7.4388 | A | 5,607,343 | I | See footnotes |
| Class A Common StockF28,F1,F2,F3,F35 | Dec 4, 2014 | S | 1,934 | $7.4359 | D | 5,605,409 | I | See footnotes |
| Class A Common StockF29,F1,F2,F3,F35 | Dec 5, 2014 | P | 155 | $7.7128 | A | 5,605,564 | I | See footnotes |
| Class A Common StockF30,F1,F2,F3,F35 | Dec 5, 2014 | S | 155 | $7.7128 | D | 5,605,409 | I | See footnotes |
| Class A Common StockF31,F1,F2,F3,F35 | Dec 8, 2014 | P | 994 | $8.1726 | A | 5,606,403 | I | See footnotes |
| Class A Common StockF32,F1,F2,F3,F35 | Dec 8, 2014 | S | 229 | $7.5213 | D | 5,606,174 | I | See footnotes |
| Class A Common StockF33,F4,F1,F2,F3,F35 | Dec 9, 2014 | P | 3,273 | $8.2575 | A | 5,609,447 | I | See footnotes |
| Class A Common StockF34,F4,F1,F2,F3,F35 | Dec 9, 2014 | S | 189 | $8.3074 | D | 5,609,651 | 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 $7.3477 per share, at prices ranging from $7.2544 to $7.35 per share.
- F11Reflects a weighted average purchase price of $7.4394 per share, at prices ranging from $7.41 to $7.51 per share.
- F12Reflects a weighted average sale price of $7.4885 per share, at prices ranging from $7.41 to $7.51 per share.
- F13Reflects a weighted average purchase price of $7.4837 per share, at prices ranging from $7.312 to $7.50 per share.
- F14Reflects a weighted average sale price of $7.4702 per share, at prices ranging from $7.312 to $7.50 per share.
- F15Reflects a weighted average purchase price of $7.4675 per share, at prices ranging from $7.45 to $7.55 per share.
- F16Reflects a weighted average sale price of $7.5092 per share, at prices ranging from $7.45 to $7.55 per share.
- F17Reflects a weighted average purchase price of $7.4637 per share, at prices ranging from $7.3282 to $7.55 per share.
- F18Reflects a weighted average sale price of $7.4042 per share, at prices ranging from $7.3282 to $7.50 per share.
- F19Reflects a weighted average purchase price of $7.3001 per share, at prices ranging from $7.30 to $7.325 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 $7.3001 per share, at prices ranging from $7.30 to $7.325 per share.
- F21Reflects a weighted average purchase price of $7.2701 per share, at prices ranging from $7.27 to $7.435 per share.
- F22Reflects a weighted average sale price of $7.2807 per share, at prices ranging from $7.27 to $7.435 per share.
- F23Reflects a weighted average purchase price of $7.4331 per share, at prices ranging from $7.425 to $7.53 per share.
- F24Reflects a weighted average sale price of $7.4331 per share, at prices ranging from $7.425 to $7.53 per share.
- F25Reflects a weighted average purchase price of $7.4257 per share, at prices ranging from $7.39 to $7.445 per share.
- F26Reflects a weighted average sale price of $7.4246 per share, at prices ranging from $7.26 to $7.445 per share.
- F27Reflects a weighted average purchase price of $7.4388 per share, at prices ranging from $7.42 to $7.44 per share.
- F28Reflects a weighted average sale price of $7.4359 per share, at prices ranging from $7.31 to $7.44 per share.
- F29Reflects a weighted average purchase price of $7.7128 per share, at prices ranging from $7.3705 to $7.84 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 $7.7128 per share, at prices ranging from $7.3705 to $7.84 per share.
- F31Reflects a weighted average purchase price of $8.1726 per share, at prices ranging from $7.5708 to $8.50 per share.
- F32Reflects a weighted average sale price of $7.5213 per share, at prices ranging from $7.42 to $7.83 per share.
- F33Reflects a weighted average purchase price of $8.2575 per share, at prices ranging from $7.92 to $8.4 per share.
- F34Reflects a weighted average sale price of $8.3074 per share, at prices ranging from $8.225 to $8.4 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 December 9, 2014, Goldman Sachs beneficially owned directly, and GS Group may have been deemed to have beneficially owned indirectly, 13,651 shares of Common Stock, and Goldman Sachs also had open short positions of 64,267 shares of Common Stock, reflecting changes due to exempt transactions.
- F5Reflects a weighted average purchase price of $7.4812 per share, at prices ranging from $7.41 to $7.50 per share.
- F6Reflects a weighted average sale price of $7.47 per share, at prices ranging from $7.41 to $7.50 per share.
- F7Reflects a weighted average purchase price of $7.3692 per share, at prices ranging from $7.25 to $7.46 per share.
- F8Reflects a weighted average sale price of $7.3607 per share, at prices ranging from $7.25 to $7.42 per share.
- F9Reflects a weighted average purchase price of $7.36 per share, at prices ranging from $7.2544 to $7.41 per share.