SEC Form 4 · accession 0001209191-16-108619

TIPTREE INC. · TIPT

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

Reporting owner

Officer — Executive Chairman · Director · 10% Owner

Period of report

Mar 10, 2016

Accepted (ET)

Mar 15, 2016 · 5:35 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 Stock^F1	Mar 10, 2016	A	4,568	$0.00	A	50,247	I	By: Tricadia Holdings, L.P.
Class A Common Stock	Mar 11, 2016	P	619	$5.93	A	3,421,492	D
Class A Common Stock	Mar 11, 2016	P	607	$5.96	A	3,422,099	D
Class A Common Stock	Mar 11, 2016	P	416	$5.95	A	3,422,515	D
Class A Common Stock	Mar 11, 2016	P	243	$5.92	A	3,422,758	D
Class A Common Stock	Mar 11, 2016	P	110	$5.99	A	3,422,868	D
Class A Common Stock	Mar 11, 2016	P	77	$5.91	A	3,422,945	D
Class A Common Stock	Mar 11, 2016	P	35	$5.87	A	3,422,980	D
Class A Common Stock	Mar 11, 2016	P	31	$5.94	A	3,423,011	D
Class A Common Stock	Mar 11, 2016	P	27	$5.90	A	3,423,038	D
Class A Common Stock	Mar 11, 2016	P	25	$5.84	A	3,423,063	D
Class A Common Stock	Mar 14, 2016	P	2,000	$5.91	A	3,425,063	D
Class A Common Stock	Mar 14, 2016	P	500	$5.90	A	3,425,563	D

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Employee Stock Option^F3,F4,F1,F5	$5.87	Mar 10, 2016	A	9,136	A	—	—	Class A Common Stock	9,136	100,495	I

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.
F2Purchases pursuant to a Rule 10b5-1 trading plan.
F3On 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").
F4Exercise 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.
F5The 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.