SEC Form 4 · accession 0001498811-18-000001

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

Apr 10, 2018

Accepted (ET)

Apr 12, 2018 · 3:56 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	Apr 10, 2018	J	2,462,248	—	A	7,367,756	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Tiptree Financial Partners, L.P. partnership unit^F1,F2	—	Apr 10, 2018	J	880,003	D	Jul 1, 2014	—	Class A Common Stock	2,462,248	0	D
Tiptree Financial Partners, L.P. partnership unit warrant^F1	$7.59	Apr 10, 2018	J	319,375	D	Jul 1, 2014	Jun 30, 2022	Class A Common Stock	893,612	0	D
Tiptree Inc. warrant 2018^F1	$11.33	Apr 10, 2018	J	37,318	A	Apr 10, 2018	Sep 30, 2018	Class A Common Stock	37,318	37,318	D
Tiptree Inc. warrant 2022^F1	$7.59	Apr 10, 2018	J	893,612	A	Apr 10, 2018	Jun 30, 2022	Class A Common Stock	893,612	893,612	D

Explanation of responses

F1On 4/10/18, Tiptree Inc. ("Tiptree") merged with its subsidiary, Tiptree Financial Partners, L.P. ("TFP") with Tiptree as the surviving company (the "Merger"). Prior to the Merger, Tiptree owned 84% of TFP with the remainder owned by limited partners, one of whom was Mr. Barnes. In the Merger, each limited partner of TFP received for its TFP units (the "LP Units"), (i) the number of Tiptree Class A common stock ("Tiptree Shares") that they were entitled to exchange into using the existing rate of 2.798 Tiptree Shares per LP Unit (ii) a warrant, expiring 9/30/18, to purchase Tiptree Shares ("2018 Warrant") and (iii) warrants to acquire Tiptree Shares on the same economic terms as their existing warrants to acquire LP Units ("2022 Warrant"). Mr. Barnes received (i) 2,462,248 Tiptree Shares for his 880,003 LP Units; (ii) the 2018 Warrant exercisable to acquire 37,318 Tiptree Shares; and (iii) the 2022 Warrant exercisable to acquire 893,612 Tiptree Shares.
F2From and after July 1, 2014, the limited partners of TFP have the ability to exchange TFP partnership units for Tiptree Class A common stock at a rate of 2.798 shares of Class A common stock per partnership unit.
F3In connection with the Reorganization Merger, the original warrant, expiring on September 30, 2018, held by TFP to acquire up to 652,500 Tiptree Shares at an exercise price of $11.33 per share was canceled and converted into the right to receive a pro-rata portion of the 2018 Warrant. Mr. Barnes may acquire 37,318 Tiptree Shares pursuant to the terms of the 2018 Warrant.