SEC Form 4 · accession 0000769993-15-000534
TIPTREE INC. · TIPT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Jan 26, 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,F25 | Jan 26, 2015 | P | 331 | $7.3901 | A | 5,637,311 | I | See footnotes |
| Class A Common StockF6,F1,F2,F3,F25 | Jan 26, 2015 | S | 331 | $7.3901 | D | 5,636,980 | I | See footnotes |
| Class A Common StockF7,F1,F2,F3,F25 | Jan 27, 2015 | P | 1,061 | $7.3581 | A | 5,638,041 | I | See footnotes |
| Class A Common StockF8,F1,F2,F3,F25 | Jan 27, 2015 | S | 1,117 | $7.3087 | D | 5,636,924 | I | See footnotes |
| Class A Common StockF9,F1,F2,F3,F25 | Jan 28, 2015 | P | 1,402 | $7.2379 | A | 5,638,326 | I | See footnotes |
| Class A Common StockF10,F1,F2,F3,F25 | Jan 28, 2015 | S | 986 | $7.2453 | D | 5,637,340 | I | See footnotes |
| Class A Common StockF11,F1,F2,F3,F25 | Jan 29, 2015 | P | 323 | $7.1598 | A | 5,637,663 | I | See footnotes |
| Class A Common StockF12,F1,F2,F3,F25 | Jan 29, 2015 | S | 523 | $7.2268 | D | 5,637,140 | I | See footnotes |
| Class A Common StockF13,F1,F2,F3,F25 | Jan 30, 2015 | P | 1,718 | $7.2631 | A | 5,638,858 | I | See footnotes |
| Class A Common StockF14,F1,F2,F3,F25 | Jan 30, 2015 | S | 1,254 | $7.2727 | D | 5,637,604 | I | See footnotes |
| Class A Common StockF15,F1,F2,F3,F25 | Feb 2, 2015 | P | 776 | $7.3052 | A | 5,638,380 | I | See footnotes |
| Class A Common StockF16,F1,F2,F3,F25 | Feb 2, 2015 | S | 1,296 | $7.3111 | D | 5,637,084 | I | See footnotes |
| Class A Common StockF17,F1,F2,F3,F25 | Feb 3, 2015 | P | 653 | $7.4141 | A | 5,637,737 | I | See footnotes |
| Class A Common StockF18,F1,F2,F3,F25 | Feb 3, 2015 | S | 1,121 | $7.4458 | D | 5,636,616 | I | See footnotes |
| Class A Common StockF19,F1,F2,F3,F25 | Feb 4, 2015 | P | 1,570 | $7.336 | A | 5,638,186 | I | See footnotes |
| Class A Common StockF20,F1,F2,F3,F25 | Feb 4, 2015 | S | 6,890 | $7.4461 | D | 5,631,296 | I | See footnotes |
| Class A Common StockF21,F1,F2,F3,F25 | Feb 5, 2015 | P | 1,323 | $7.4499 | A | 5,632,619 | I | See footnotes |
| Class A Common StockF22,F1,F2,F3,F25 | Feb 5, 2015 | S | 1,411 | $7.449 | D | 5,631,208 | I | See footnotes |
| Class A Common StockF23,F4,F1,F2,F3,F25 | Feb 6, 2015 | P | 998 | $7.3621 | A | 5,599,794 | I | See footnotes |
| Class A Common StockF24,F4,F1,F2,F3,F25 | Feb 6, 2015 | S | 1,101 | $7.3647 | D | 5,631,956 | 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 $7.2453 per share, at prices ranging from $7.23 to $7.3094 per share.
- F11Reflects a weighted average purchase price of $7.1598 per share, at prices ranging from $7.0915 to $7.45 per share.
- F12Reflects a weighted average sale price of $7.2268 per share, at prices ranging from $7.0915 to $7.45 per share.
- F13Reflects a weighted average purchase price of $7.2631 per share, at prices ranging from $7.23 to $7.56 per share.
- F14Reflects a weighted average sale price of $7.2727 per share, at prices ranging from $7.21 to $7.56 per share.
- F15Reflects a weighted average purchase price of $7.3052 per share, at prices ranging from $7.2224 to $7.335 per share.
- F16Reflects a weighted average sale price of $7.3111 per share, at prices ranging from $7.2224 to $7.335 per share.
- F17Reflects a weighted average purchase price of $7.4141 per share, at prices ranging from $7.2779 to $7.49 per share.
- F18Reflects a weighted average sale price of $7.4458 per share, at prices ranging from $7.2779 to $7.49 per share.
- F19Reflects a weighted average purchase price of $7.336 per share, at prices ranging from $7.30 to $7.475 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 $7.4461 per share, at prices ranging from $7.30 to $7.49 per share.
- F21Reflects a weighted average purchase price of $7.4499 per share, at prices ranging from $7.2352 to $7.49 per share.
- F22Reflects a weighted average sale price of $7.449 per share, at prices ranging from $7.2352 to $7.50 per share.
- F23Reflects a weighted average purchase price of $7.3621 per share, at prices ranging from $7.2643 to $7.39 per share.
- F24Reflects a weighted average sale price of $7.3647 per share, at prices ranging from $7.2643 to $7.39 per share.
- F25Upon 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.
- 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.
- F4As of February 6, 2015, Goldman Sachs beneficially owned directly, and GS Group may have been deemed to have beneficially owned indirectly, 35,956 shares of Common Stock, and Goldman Sachs also had open short positions of 56,450 shares of Common Stock, reflecting changes due to exempt transactions.
- F5Reflects a weighted average purchase price of $7.3901 per share, at prices ranging from $7.38 to $7.4176 per share.
- F6Reflects a weighted average sale price of $7.3901 per share, at prices ranging from $7.38 to $7.4176 per share.
- F7Reflects a weighted average purchase price of $7.3581 per share, at prices ranging from $7.3057 to $7.43 per share.
- F8Reflects a weighted average sale price of $7.3087 per share, at prices ranging from $7.28 to $7.375 per share.
- F9Reflects a weighted average purchase price of $7.2379 per share, at prices ranging from $7.23 to $7.3094 per share.