SEC Form 4 · accession 0001209191-15-069773
TIPTREE INC. · TIPT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Julia Wyatt
Officer — Chief Operating Officer
Period of report
Sep 4, 2015
Accepted (ET)
Sep 8, 2015 · 3:25 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 StockF2 | Sep 4, 2015 | J | 45,375 | — | A | 94,168 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Tiptree Financial Partners, L.P. partnership unitF3 | — | Sep 4, 2015 | J | 16,217 | D | Jul 1, 2014 | — | Class A Common Stock | 45,375 | 0 | D |
Explanation of responses
- F1In accordance with the terms and conditions set forth in a Redemption Election Notice sent to limited partners of Tiptree Financial Partners, L.P. ("TFP") on May 2, 2014 as supplemented on July 18, 2014, the reporting person exchanged 16,217 limited partnership units of TFP for 45,375 shares of Class A common stock of the Issuer.
- F2Partnership units of TFP are exchangeable for Class A common stock at a rate of one partnership unit of TFP for 2.798 shares of Class A common stock of the Issuer.
- F3Pursuant to the limited liability company agreement of Tiptree Operating Company, LLC ("Operating Company"), from and after July 1, 2014, Tiptree Financial Partners, L.P. ("TFP") will have the right to redeem common units of Operating Company held by TFP for an equal number of shares of Class A common stock of the issuer (and an equal number of shares of Class B common stock of Tiptree held by TFP will be canceled). On the terms and conditions set forth in a Redemption Election Notice sent to limited partners of TFP on May 2, 2014, TFP is allowing limited partners of TFP to direct TFP to redeem membership units of Operating Company held by TFP, to occur simultaneously with the redemption by the limited partner of partnership units that indirectly represent the beneficial ownership of the number of shares of Class A common stock to be redeemed upon the redemption by TFP of membership units.