SEC Form 4 · accession 0001209191-17-016465
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
Feb 28, 2017
Accepted (ET)
Mar 2, 2017 · 3:28 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 StockF1 | Feb 28, 2017 | A | 109,736 | $0.00 | A | 159,983 | 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 OptionF2,F3,F5,F4 | $6.65 | Feb 28, 2017 | A | 219,472 | A | — | — | Class A Common Stock | 219,472 | 319,967 | I |
Explanation of responses
- F1In consideration of Michael Barnes' services to the Registrant, Tricadia was granted restricted stock units, which represent the right to receive shares of the Registrant's Class A Common Stock, pursuant to the Registrant's Equity Plan. The restricted stock units are subject to cliff vesting on February 22, 2020 upon continuous employment of Michael Barnes from the grant date until such date, subject to certain terms contained in a restricted stock unit award agreement among the Registrant, Michael Barnes and Tricadia.
- F2In consideration of Michael Barnes' services to the Registrant, Tricadia was granted stock options to purchase 219,472 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 February 22, 2020, 2021 and 2022 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 per share book value on an as exchanged basis as of December 31, 2016 (as reported in the Registrant's filings with the Securities and Exchange Commission).
- F4The Stock Option will expire on the earlier of (1) February 22, 2027 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.
- F5The 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.