SEC Form 4 · accession 0001393726-19-000029
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 26, 2019
Accepted (ET)
Feb 28, 2019 · 1:16 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 |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Feb 26, 2019 | A | 45,163 | $0.00 | A | 7,412,919 | D | |
| Common StockF2 | holding | — | — | — | 109,736 | 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 OptionF3,F4,F5 | $6.26 | Feb 26, 2019 | A | 90,326 | A | — | — | Common Stock | 90,326 | 90,326 | D |
Explanation of responses
- F1The Reporting Person was granted restricted stock units, which represent the right to receive shares of the Issuer's Common Stock, pursuant to the Issuer's Equity Plan. The restricted stock units will cliff vest on February 15, 2022 upon Mr. Barnes' continuous employment from the grant date until such date, subject to certain terms contained in the award agreement.
- F2The Reporting Person is a principal of Tricadia Holdings, L.P. ("Tricadia") which owns restricted stock units of the Issuer which shall vest on February 22, 2020 upon Mr. Barnes' continuous employment from the grant date until such date, subject to certain terms contained in the award agreement. 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 February 26, 2019, the Reporting Person was granted non-qualified stock options to purchase 90,326 shares of common stock of the Registrant, subject to the terms of a Stock Option Agreement between the Registrant and the Reporting person (the "Stock Option Agreement").
- F4Exercise of the Stock Option is subject to both (1) a time-based vesting requirement with one-third vesting each of February 26, 2022, 2023 and 2024 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 Common Stock, that exceeds the per share book value on an as exchanged basis as of December 31, 2018 (as reported in the Registrant's filings with the Securities and Exchange Commission).
- F5The Stock Option will expire on the earlier of (1) February 26, 2029 and (2) the date of the termination of Michael Barnes' service with the Registrant for Cause (as defined in the Stock Option Agreement) or Michael Barnes' voluntary termination of service with the Registrant.