SEC Form 4 · accession 0001140361-16-070900
TIPTREE INC. · TIPT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
ProSight Global, Inc.
10% Owner
Gotham Insurance Co
10% Owner
ProSight Global Holdings Ltd
10% Owner
Period of report
Jun 27, 2016
Accepted (ET)
Jun 27, 2016 · 5:23 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 StockF1,F2 | Jun 23, 2016 | S | 3,242,882 | $6.50 | D | 0 | I | By New York Marine & General Insurance Company |
| Class A Common StockF1,F2 | Jun 23, 2016 | S | 1,411,591 | $6.50 | D | 0 | I | By Gotham Insurance Company |
| Class A Common StockF1,F2 | Jun 23, 2016 | S | 941,527 | $6.50 | D | 0 | I | By Southwest Marine and General Insurance Company |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1This statement is being filed jointly on behalf of ProSight Global Holdings Limited ("PGHC"), ProSight Global, Inc. ("PGI"), ProSight Specialty Insurance Group, Inc. ("PSIG"), New York Marine and General Insurance Company ("NY Marine"), Southwest Marine and General Insurance Company ("SW Marine"), and Gotham Insurance Company ("Gotham," together with PGHC, PGI, PSIG, NY Marine, and SW Marine, the "Reporting Persons"). SW Marine and Gotham are wholly owned subsidiaries of NY Marine. NY Marine is a wholly owned subsidiary of PSIG. PSIG is a wholly owned subsidiary of PGI. PGI is a wholly owned subsidiary of PGHC. Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest, if any.
- F2The 5,596,000 shares of class A common stock, par value $0.001 per share ("Common Stock") of TipTree Financial Inc. (the "Company") whose dispostion is being reported in this Form 4 were previously directly owned by NY Marine, SW Marine and Gotham (each a "Seller" and collectively, the "Sellers"). Pursuant to that certain Stock Purchase Agreement, dated as of June 23, 2016 (the "Purchase Agreement"), by and among the Company, Caroline Holdings LLC, a Delaware limited liability company (the "Buyer"), the Sellers, and PSIG, the Sellers sold to the Buyer and the Buyer purchased from the Sellers, 5,596,000 shares of Common Stock for an aggregate purchase price of $36,374,000. As a result of the foregoing, as of June 23, 2016, the reporting persons ceased to be the beneficial owners of more than 10% of the Common Stock and are therefore no longer subject to Section 16 of the Securities Exchange Act of 1934, as amended.