SEC Form 4 · accession 0000769993-15-000533
TIPTREE INC. · TIPT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Jan 2, 2015
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 | Jan 2, 2015 | P | 740 | $7.9588 | A | 5,648,269 | I | See footnotes |
| Class A Common StockF6,F1,F2,F3,F35 | Jan 2, 2015 | S | 1,000 | $7.9539 | D | 5,647,269 | I | See footnotes |
| Class A Common StockF7,F1,F2,F3,F35 | Jan 5, 2015 | P | 2,249 | $7.7319 | A | 5,649,518 | I | See footnotes |
| Class A Common StockF8,F1,F2,F3,F35 | Jan 5, 2015 | S | 4,459 | $7.7012 | D | 5,645,059 | I | See footnotes |
| Class A Common StockF9,F1,F2,F3,F35 | Jan 6, 2015 | P | 1,888 | $7.7031 | A | 5,646,947 | I | See footnotes |
| Class A Common StockF10,F1,F2,F3,F35 | Jan 6, 2015 | S | 3,578 | $7.6875 | D | 5,643,369 | I | See footnotes |
| Class A Common StockF11,F1,F2,F3,F35 | Jan 7, 2015 | P | 751 | $7.6251 | A | 5,644,120 | I | See footnotes |
| Class A Common StockF12,F1,F2,F3,F35 | Jan 7, 2015 | S | 670 | $7.6082 | D | 5,643,450 | I | See footnotes |
| Class A Common StockF13,F1,F2,F3,F35 | Jan 8, 2015 | P | 432 | $7.6054 | A | 5,643,882 | I | See footnotes |
| Class A Common StockF14,F1,F2,F3,F35 | Jan 8, 2015 | S | 432 | $7.6054 | D | 5,643,450 | I | See footnotes |
| Class A Common StockF15,F1,F2,F3,F35 | Jan 9, 2015 | P | 703 | $7.6574 | A | 5,644,153 | I | See footnotes |
| Class A Common StockF16,F1,F2,F3,F35 | Jan 9, 2015 | S | 690 | $7.6557 | D | 5,643,463 | I | See footnotes |
| Class A Common StockF17,F1,F2,F3,F35 | Jan 12, 2015 | P | 2,043 | $7.6579 | A | 5,645,506 | I | See footnotes |
| Class A Common StockF18,F1,F2,F3,F35 | Jan 12, 2015 | S | 1,453 | $7.6611 | D | 5,644,053 | I | See footnotes |
| Class A Common StockF19,F1,F2,F3,F35 | Jan 13, 2015 | P | 1,925 | $7.6924 | A | 5,645,978 | I | See footnotes |
| Class A Common StockF20,F1,F2,F3,F35 | Jan 13, 2015 | S | 2,003 | $7.6906 | D | 5,643,975 | I | See footnotes |
| Class A Common StockF21,F1,F2,F3,F35 | Jan 14, 2015 | P | 329 | $7.5917 | A | 5,644,305 | I | See footnotes |
| Class A Common StockF22,F1,F2,F3,F35 | Jan 14, 2015 | S | 693 | $7.5908 | D | 5,643,611 | I | See footnotes |
| Class A Common StockF23,F1,F2,F3,F35 | Jan 15, 2015 | P | 1,516 | $7.5509 | A | 5,645,127 | I | See footnotes |
| Class A Common StockF24,F1,F2,F3,F35 | Jan 15, 2015 | S | 3,001 | $7.5422 | D | 5,642,126 | I | See footnotes |
| Class A Common StockF25,F1,F2,F3,F35 | Jan 16, 2015 | P | 454 | $7.5793 | A | 5,642,580 | I | See footnotes |
| Class A Common StockF26,F1,F2,F3,F35 | Jan 16, 2015 | S | 948 | $7.6005 | D | 5,641,632 | I | See footnotes |
| Class A Common StockF27,F1,F2,F3,F35 | Jan 20, 2015 | P | 63 | $7.6491 | A | 5,641,695 | I | See footnotes |
| Class A Common StockF28,F1,F2,F3,F35 | Jan 20, 2015 | S | 947 | $7.4819 | D | 5,640,748 | I | See footnotes |
| Class A Common StockF29,F1,F2,F3,F35 | Jan 21, 2015 | P | 315 | $7.5759 | A | 5,641,063 | I | See footnotes |
| Class A Common StockF30,F1,F2,F3,F35 | Jan 21, 2015 | S | 515 | $7.4882 | D | 5,640,548 | I | See footnotes |
| Class A Common StockF31,F1,F2,F3,F35 | Jan 22, 2015 | P | 1,781 | $7.5309 | A | 5,642,329 | I | See footnotes |
| Class A Common StockF32,F1,F2,F3,F35 | Jan 22, 2015 | S | 1,525 | $7.4996 | D | 5,640,804 | I | See footnotes |
| Class A Common StockF33,F4,F1,F2,F3,F35 | Jan 23, 2015 | P | 386 | $7.4803 | A | 5,641,190 | I | See footnotes |
| Class A Common StockF34,F4,F1,F2,F3,F35 | Jan 23, 2015 | S | 386 | $7.4803 | D | 5,636,980 | 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 $7.6875 per share, at prices ranging from $7.67 to $7.875 per share.
- F11Reflects a weighted average purchase price of $7.6251 per share, at prices ranging from $7.5553 to $7.77 per share.
- F12Reflects a weighted average sale price of $7.6082 per share, at prices ranging from $7.5553 to $7.75 per share
- F13Reflects a weighted average purchase price of $7.6054 per share, at prices ranging from $7.5504 to $7.74 per share.
- F14Reflects a weighted average sale price of $7.6054 per share, at prices ranging from $7.5504 to $7.74 per share
- F15Reflects a weighted average purchase price of $7.6574 per share, at prices ranging from $7.6002 to $7.76 per share.
- F16Reflects a weighted average sale price of $7.6557 per share, at prices ranging from $7.6002 to $7.76 per share
- F17Reflects a weighted average purchase price of $7.6579 per share, at prices ranging from $7.6081 to $7.71 per share.
- F18Reflects a weighted average sale price of $7.6611 per share, at prices ranging from $7.6081 to $7.71 per share.
- F19Reflects a weighted average purchase price of $7.6924 per share, at prices ranging from $7.5954 to $7.76 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 $7.6906 per share, at prices ranging from $7.5954 to $7.71 per share.
- F21Reflects a weighted average purchase price of $7.5917 per share, at prices ranging from $7.5644 to $7.665 per share.
- F22Reflects a weighted average sale price of $7.5908 per share, at prices ranging from $7.5644 to $7.665 per share.
- F23Reflects a weighted average purchase price of $7.5509 per share, at prices ranging from $7.53 to $7.6356 per share.
- F24Reflects a weighted average sale price of $7.5422 per share, at prices ranging from $7.53 to $7.64 per share.
- F25Reflects a weighted average purchase price of $7.5793 per share, at prices ranging from $7.5714 to $7.68 per share.
- F26Reflects a weighted average sale price of $7.6005 per share, at prices ranging from $7.5714 to $7.68 per share.
- F27Reflects a weighted average purchase price of $7.6491 per share, at prices ranging from $7.645 to $7.677 per share.
- F28Reflects a weighted average sale price of $7.4819 per share, at prices ranging from $7.47 to $7.677 per share.
- F29Reflects a weighted average purchase price of $7.5759 per share, at prices ranging from $7.27 to $7.5912 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 $7.4882 per share, at prices ranging from $7.27 to $7.5912 per share.
- F31Reflects a weighted average purchase price of $7.5309 per share, at prices ranging from $7.3736 to $7.70 per share.
- F32Reflects a weighted average sale price of $7.4996 per share, at prices ranging from $7.3736 to $7.53 per share.
- F33Reflects a weighted average purchase price of $7.4803 per share, at prices ranging from $7.4568 to $7.59 per share.
- F34Reflects a weighted average sale price of $7.4803 per share, at prices ranging from $7.4568 to $7.59 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 January 23, 2015, Goldman Sachs beneficially owned directly, and GS Group may have been deemed to have beneficially owned indirectly, 40,980 shares of Common Stock, and Goldman Sachs also had open short positions of 55,299 shares of Common Stock, reflecting changes due to exempt transactions.
- F5Reflects a weighted average purchase price of $7.9588 per share, at prices ranging from $7.895 to $7.9757 per share.
- F6Reflects a weighted average sale price of $7.9539 per share, at prices ranging from $7.895 to $7.9757 per share.
- F7Reflects a weighted average purchase price of $7.7319 per share, at prices ranging from $7.67 to $7.845 per share.
- F8Reflects a weighted average sale price of $7.7012 per share, at prices ranging from $7.67 to $7.845 per share.
- F9Reflects a weighted average purchase price of $7.7031 per share, at prices ranging from $7.67 to $7.875 per share.