SEC Form 4 · accession 0000903423-16-001115
TIPTREE INC. · TIPT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Jun 23, 2016
Accepted (ET)
Jun 27, 2016 · 5:10 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 |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3,F4,F5,F6,F7,F8 | Jun 23, 2016 | S | 5,596,000 | $6.50 | D | 0 | I | See Explanation of Responses |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1David Bonderman and James G. Coulter are officers and sole shareholders of each of (i) TPG Group Holdings (SBS) Advisors, Inc. ("Group Advisors"), (ii) TPG Advisors VI, Inc. ("Advisors VI") and (iii) TPG Advisors VI-AIV, Inc. ("Advisors VI-AIV" and, together with Group Advisors, Advisors VI and Messrs. Bonderman and Coulter, the "Reporting Persons").
- F2Group Advisors is the general partner of TPG Group Holdings (SBS), L.P., which is the sole member of TPG Holdings I-A, LLC, which is the general partner of TPG Holdings I, L.P., which is the sole shareholder of TPG GenPar VI AIV Advisors, Inc., which is the general partner of TPG GenPar VI-AIV, L.P. ("GenPar VI-AIV"), which is the general partner of TPG Prosight, L.P., which is the general partner of TPG PS 1, L.P., which is a shareholder of Prosight Global Holdings Limited ("PGHL").
- F3GenPar VI-AIV is the general partner of TPG VI DFI AIV I, L.P., which is the general partner of TPG PS 2, L.P., which is a shareholder of PGHL. GenPar VI-AIV is the general partner of TPG VI DFI AIV II, L.P., which is the general partner of TPG PS 3, L.P., which is a shareholder of PGHL.
- F4Advisors VI is the general partner of Prosight TPG, L.P., which is a shareholder of PGHL. Advisors VI-AIV is the general partner of TPG PS 4, L.P., which is a shareholder of PGHL.
- F5Indirect subsidiaries (the "PGI Subsidiaries") of PGHL acquired on August 5, 2014 in aggregate the 5,596,000 shares (the "Shares") of Common Stock of Tiptree Financial Inc. (the "Issuer") whose disposition is reported herein. Because of each of Group Advisors', Advisors VI's and Advisors VI-AIV's relationship to the PGI Subsidiaries, each of Group Advisors, Advisors VI and Advisors VI-AIV may have been deemed, for purposes of Rule 13d-3(a) and Rule 16a-1(a) only (and not for any other applicable purpose), to have beneficially owned the Shares directly held by the PGI Subsidiaries. Each of Group Advisors, Advisors VI and Advisors VI-AIV disclaims beneficial ownership of the Shares except to the extent of its pecuniary interest therein.
- F6David Bonderman and James G. Coulter are officers and sole shareholders of Group Advisors, Advisors VI and Advisors VI-AIV, and so therefore may have been deemed, for purposes of Rule 13d-3(a) and Rule 16a-1(a) only (and not for any other applicable purpose), to have beneficially owned the Shares held by the PGI Subsidiaries. Messrs. Bonderman and Coulter disclaim beneficial ownership of the Shares except to the extent of their pecuniary interest therein.
- F7Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.
- F8Pursuant to the Stock Purchase Agreement, dated as of June 23, 2016 (the "Purchase Agreement"), by and among the Issuer, Caroline Holdings LLC (the "Buyer"), the PGI Subsidiaries and ProSight Specialty Insurance Group, Inc., the PGI Subsidiaries sold to the Buyer and the Buyer purchased from the PGI Subsidiaries the Shares for an aggregate purchase price of $36,374,000.
Remarks
(9) The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. (10) Clive Bode is signing on behalf of both Messrs. Bonderman and Coulter pursuant to authorization and designation letters dated June 19, 2015, which were previously filed with the Securities and Exchange Commission.