SEC Form 4 · accession 0001209191-16-108580
TIPTREE INC. · TIPT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Arif Inayatullah
10% Owner
Period of report
Mar 10, 2016
Accepted (ET)
Mar 15, 2016 · 5:05 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 | Mar 10, 2016 | A | 4,568 | $0.00 | A | 50,247 | I | By: Tricadia Holdings, L.P. |
| Class A Common Stock | holding | — | — | — | 615,031 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock OptionF2,F3,F1,F4 | $5.87 | Mar 10, 2016 | A | 9,136 | A | — | — | Class A Common Stock | 9,136 | 100,495 | I |
Explanation of responses
- F1The 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.
- F2On March 10, 2016, in consideration of Michael Barnes' services to the Registrant, Tricadia was granted stock options to purchase 9,136 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").
- F3Exercise of the Stock Option is subject to both (1) a time-based vesting requirement with one-third vesting each of March 10, 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.
- F4The Stock Option will expire on the earlier of (1) March 10, 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.