SEC Form 4 · accession 0001209191-16-089787

TIPTREE INC. · TIPT

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Michael Gene Barnes

Officer — Executive Chairman · Director · 10% Owner

Period of report

Jan 4, 2016

Accepted (ET)

Jan 6, 2016 · 4:11 pm EST

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 Stock	Jan 4, 2016	P	619	$5.97	A	3,307,889	D
Class A Common Stock	Jan 4, 2016	P	454	$6.10	A	3,308,343	D
Class A Common Stock	Jan 4, 2016	P	272	$6.31	A	3,308,615	D
Class A Common Stock	Jan 4, 2016	P	188	$6.17	A	3,308,803	D
Class A Common Stock	Jan 4, 2016	P	186	$5.67	A	3,308,989	D
Class A Common Stock	Jan 4, 2016	P	172	$6.01	A	3,309,161	D
Class A Common Stock	Jan 4, 2016	P	63	$5.85	A	3,309,224	D
Class A Common Stock	Jan 4, 2016	P	51	$5.89	A	3,309,275	D
Class A Common Stock	Jan 4, 2016	P	46	$6.20	A	3,309,321	D
Class A Common Stock	Jan 4, 2016	P	45	$5.98	A	3,309,366	D
Class A Common Stock	Jan 4, 2016	P	37	$5.72	A	3,309,403	D
Class A Common Stock	Jan 4, 2016	P	33	$6.07	A	3,309,436	D
Class A Common Stock	Jan 4, 2016	P	33	$5.96	A	3,309,469	D
Class A Common Stock	Jan 4, 2016	P	30	$5.77	A	3,309,499	D
Class A Common Stock	Jan 4, 2016	P	27	$5.76	A	3,309,526	D
Class A Common Stock	Jan 4, 2016	P	25	$5.93	A	3,309,551	D
Class A Common Stock	Jan 4, 2016	P	24	$6.02	A	3,309,575	D
Class A Common Stock	Jan 4, 2016	P	24	$6.08	A	3,309,599	D
Class A Common Stock	Jan 4, 2016	P	23	$5.96	A	3,309,622	D
Class A Common Stock	Jan 4, 2016	P	23	$5.71	A	3,309,645	D
Class A Common Stock	Jan 4, 2016	P	21	$6.09	A	3,309,666	D
Class A Common Stock	Jan 4, 2016	P	20	$5.78	A	3,309,686	D
Class A Common Stock	Jan 4, 2016	P	18	$5.70	A	3,309,704	D
Class A Common Stock	Jan 4, 2016	P	18	$5.75	A	3,309,722	D
Class A Common Stock	Jan 4, 2016	P	14	$5.66	A	3,309,736	D
Class A Common Stock	Jan 4, 2016	P	14	$5.95	A	3,309,750	D
Class A Common Stock	Jan 4, 2016	P	13	$5.84	A	3,309,763	D
Class A Common Stock	Jan 4, 2016	P	7	$6.27	A	3,309,770	D
Class A Common Stock^F2	Jan 4, 2016	A	45,679	$0.00	A	45,679	I	By: Tricadia Holdings, L.P.

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Employee Stock Option^F3,F2,F4,F5	$5.67	Jan 4, 2016	A	91,359	A	—	—	Class A Common Stock	91,359	91,359	I

Explanation of responses

F1Purchases pursuant to a Rule 10b5-1 trading plan.
F2The reporting person is a principal of Tricadia Holdings, L.P. ("Tricadia"). The number of shares reflects a total which is greater than the Reporting Person's pecuniary interest. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest.
F3On January 4, 2016, in consideration of Michael Barnes' services to the Registrant, Tricadia was granted stock options to purchase 91,359 shares of common stock of the Registrant subject to the terms of a Stock Option Agreement among the Registrant, Michael Barnes and Tricadia (the "Stock Option").
F4Exercise of the Stock Option is subject to both (1) a time-based vesting requirement with one-third vesting each of January 4, 2019, 2020 and 2021 and (2) a performance-based vesting requirement that, at any time during the option term, achievement of a 20-day volume weighted average stock price of Registrant's Class A Common Stock, that exceeds the book value per share as of December 31, 2015.
F5The Stock Option will expire on the earlier of (1) January 4, 2026 and (2) the date of the termination of Michael Barnes's service with the Registrant for Cause (as defined in the Stock Option Agreement) or Michael Barnes's voluntary termination of service with the Registrant.