SEC Form 4 · accession 0000769993-15-000532
TIPTREE INC. · TIPT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Dec 10, 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 | Dec 10, 2014 | P | 2,092 | $7.8035 | A | 5,611,743 | I | See footnotes |
| Class A Common StockF6,F1,F2,F3,F35 | Dec 10, 2014 | S | 884 | $7.5755 | D | 5,610,859 | I | See footnotes |
| Class A Common StockF7,F1,F2,F3,F35 | Dec 11, 2014 | P | 1,736 | $7.8445 | A | 5,612,595 | I | See footnotes |
| Class A Common StockF8,F1,F2,F3,F35 | Dec 11, 2014 | S | 550 | $7.6976 | D | 5,612,045 | I | See footnotes |
| Class A Common StockF9,F1,F2,F3,F35 | Dec 12, 2014 | P | 1,023 | $7.7256 | A | 5,613,068 | I | See footnotes |
| Class A Common StockF10,F1,F2,F3,F35 | Dec 12, 2014 | S | 1,067 | $7.6632 | D | 5,612,001 | I | See footnotes |
| Class A Common StockF11,F1,F2,F3,F35 | Dec 15, 2014 | P | 9,324 | $7.8039 | A | 5,621,323 | I | See footnotes |
| Class A Common StockF12,F1,F2,F3,F35 | Dec 15, 2014 | S | 1,144 | $7.681 | D | 5,620,181 | I | See footnotes |
| Class A Common StockF13,F1,F2,F3,F35 | Dec 16, 2014 | P | 8,879 | $7.7944 | A | 5,629,060 | I | See footnotes |
| Class A Common StockF14,F1,F2,F3,F35 | Dec 16, 2014 | S | 1,129 | $7.6037 | D | 5,627,931 | I | See footnotes |
| Class A Common StockF15,F1,F2,F3,F35 | Dec 17, 2014 | P | 10,742 | $7.7492 | A | 5,638,673 | I | See footnotes |
| Class A Common StockF16,F1,F2,F3,F35 | Dec 17, 2014 | S | 501 | $7.6963 | D | 5,638,172 | I | See footnotes |
| Class A Common StockF17,F1,F2,F3,F35 | Dec 18, 2014 | P | 8,935 | $7.7747 | A | 5,647,107 | I | See footnotes |
| Class A Common StockF18,F1,F2,F3,F35 | Dec 18, 2014 | S | 227 | $7.7845 | D | 5,646,880 | I | See footnotes |
| Class A Common StockF19,F1,F2,F3,F35 | Dec 19, 2014 | P | 9,353 | $7.93 | A | 5,656,233 | I | See footnotes |
| Class A Common StockF20,F1,F2,F3,F35 | Dec 19, 2014 | S | 25,917 | $7.9487 | D | 5,630,316 | I | See footnotes |
| Class A Common StockF21,F1,F2,F3,F35 | Dec 22, 2014 | P | 748 | $7.673 | A | 5,630,064 | I | See footnotes |
| Class A Common StockF22,F1,F2,F3,F35 | Dec 22, 2014 | S | 571 | $7.6248 | D | 5,630,493 | I | See footnotes |
| Class A Common StockF23,F1,F2,F3,F35 | Dec 23, 2014 | P | 6,061 | $7.7998 | A | 5,636,554 | I | See footnotes |
| Class A Common StockF24,F1,F2,F3,F35 | Dec 23, 2014 | S | 461 | $7.8015 | D | 5,636,093 | I | See footnotes |
| Class A Common StockF25,F1,F2,F3,F35 | Dec 24, 2014 | P | 2,554 | $7.8905 | A | 5,638,647 | I | See footnotes |
| Class A Common StockF26,F1,F2,F3,F35 | Dec 24, 2014 | S | 422 | $7.6405 | D | 5,638,225 | I | See footnotes |
| Class A Common StockF27,F1,F2,F3,F35 | Dec 26, 2014 | P | 2,552 | $8.1897 | A | 5,640,777 | I | See footnotes |
| Class A Common StockF28,F1,F2,F3,F35 | Dec 26, 2014 | S | 316 | $8.0458 | D | 5,640,461 | I | See footnotes |
| Class A Common StockF29,F1,F2,F3,F35 | Dec 29, 2014 | P | 6,916 | $8.2314 | A | 5,647,377 | I | See footnotes |
| Class A Common StockF30,F1,F2,F3,F35 | Dec 29, 2014 | S | 574 | $8.1652 | D | 5,646,803 | I | See footnotes |
| Class A Common StockF31,F1,F2,F3,F35 | Dec 30, 2014 | P | 825 | $8.1835 | A | 5,647,628 | I | See footnotes |
| Class A Common StockF32,F1,F2,F3,F35 | Dec 30, 2014 | S | 553 | $8.1133 | D | 5,647,075 | I | See footnotes |
| Class A Common StockF33,F4,F1,F2,F3,F35 | Dec 31, 2014 | P | 1,425 | $8.0453 | A | 5,648,500 | I | See footnotes |
| Class A Common StockF34,F4,F1,F2,F3,F35 | Dec 31, 2014 | S | 860 | $8.0094 | D | 5,647,529 | 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 $7.6632 per share, at prices ranging from $7.66 to $7.78 per share.
- F11Reflects a weighted average purchase price of $7.8039 per share, at prices ranging from $7.68 to $7.90 per share.
- F12Reflects a weighted average sale price of $7.681 per share, at prices ranging from $7.68 to $7.745 per share.
- F13Reflects a weighted average purchase price of $7.7944 per share, at prices ranging from $7.60 to $7.89 per share.
- F14Reflects a weighted average sale price of $7.6037 per share, at prices ranging from $7.60 to $7.70 per share.
- F15Reflects a weighted average purchase price of $7.7492 per share, at prices ranging from $7.645 to $7.81 per share.
- F16Reflects a weighted average sale price of $7.6963 per share, at prices ranging from $7.645 to $7.735 per share.
- F17Reflects a weighted average purchase price of $7.7747 per share, at prices ranging from $7.6131 to $8.00 per share.
- F18Reflects a weighted average sale price of $7.7845 per share, at prices ranging from $7.6131 to $7.80 per share.
- F19Reflects a weighted average purchase price of $7.93 per share, at prices ranging from $7.85 to $8.08 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 $7.9487 per share, at prices ranging from $7.71 to $8.05 per share.
- F21Reflects a weighted average purchase price of $7.673 per share, at prices ranging from $7.4813 to $7.97 per share.
- F22Reflects a weighted average sale price of $7.6248 per share, at prices ranging from $7.4813 to $7.8406 per share.
- F23Reflects a weighted average purchase price of $7.7998 per share, at prices ranging from $7.7729 to $7.87 per share.
- F24Reflects a weighted average sale price of $7.8015 per share, at prices ranging from $7.7729 to $7.87 per share.
- F25Reflects a weighted average purchase price of $7.8905 per share, at prices ranging from $7.6113 to $7.94 per share.
- F26Reflects a weighted average sale price of $7.6405 per share, at prices ranging from $7.6113 to $7.72 per share.
- F27Reflects a weighted average purchase price of $8.1897 per share, at prices ranging from $8.0394 to $8.21 per share.
- F28Reflects a weighted average sale price of $8.0458 per share, at prices ranging from $8.0394 to $8.21 per share.
- F29Reflects a weighted average purchase price of $8.2314 per share, at prices ranging from $8.0462 to $8.2401 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 $8.1652 per share, at prices ranging from $8.0462 to $8.2035 per share.
- F31Reflects a weighted average purchase price of $8.1835 per share, at prices ranging from $8.1034 to $8.36 per share.
- F32Reflects a weighted average sale price of $8.1133 per share, at prices ranging from $8.02 to $8.165 per share.
- F33Reflects a weighted average purchase price of $8.0453 per share, at prices ranging from $7.8468 to $8.10 per share.
- F34Reflects a weighted average sale price of $8.0094 per share, at prices ranging from $7.8468 to $8.10 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 31, 2014, Goldman Sachs beneficially owned directly, and GS Group may have been deemed to have beneficially owned indirectly, 51,529 shares of Common Stock, and Goldman Sachs also had open short positions of 59,856 shares of Common Stock, reflecting changes due to exempt transactions.
- F5Reflects a weighted average purchase price of $7.8035 per share, at prices ranging from $7.57 to $8.14 per share.
- F6Reflects a weighted average sale price of $7.5755 per share, at prices ranging from $7.57 to $7.7096 per share.
- F7Reflects a weighted average purchase price of $7.8445 per share, at prices ranging from $7.6004 to $7.93 per share.
- F8Reflects a weighted average sale price of $7.6976 per share, at prices ranging from $7.6004 to $7.91 per share.
- F9Reflects a weighted average purchase price of $7.7256 per share, at prices ranging from $7.66 to $7.88 per share.