SEC Form 4 · accession 0001393726-19-000031
TIPTREE INC. · TIPT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jonathan Ilany
Officer — Chief Executive Officer · Director
Period of report
Feb 26, 2019
Accepted (ET)
Feb 28, 2019 · 1:19 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001393726
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock OptionF1,F2,F3 | $6.26 | Feb 26, 2019 | A | 135,489 | A | — | — | Common Stock | 135,489 | 135,489 | D |
Explanation of responses
- F1The Reporting Person was granted non-qualified stock options to purchase 135,489 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").
- F2Exercise 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).
- F3The Stock Option will expire on the earlier of (1) February 26, 2029 and (2) the date of the termination of Jonathan Ilany's service with the Registrant for Cause (as defined in the Stock Option Agreement) or Jonathan Ilany's voluntary termination of service with the Registrant.