SEC Form 4 · accession 0001628280-18-002532
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, 2018
Accepted (ET)
Feb 28, 2018 · 5:26 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 26, 2018 | A | 46,666 | $0.00 | A | 4,905,508 | D |
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,F4 | $5.85 | Feb 26, 2018 | A | 93,332 | A | — | — | Class A Common | 93,332 | 93,332 | D |
Explanation of responses
- F1The Reporting Person was granted restricted stock units, which represent the right to receive shares of the Issuer's Class A Common Stock, pursuant to the Issuer's Equity Plan. The restricted stock units will cliff vest on February 15, 2021 upon continuous employment from the grant date until such date, subject to certain terms contained in the Reporting Person's award agreement.
- F2The Reporting Person was granted stock options to purchase 93,332 shares of common stock of the Registrant subject to the terms of a Stock Option Agreement among the Registrant and the Reporting Person (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 26, 2021, 2022 and 2023 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, 2017 (as reported in the Registrant's filings with the Securities and Exchange Commission).
- F4The Stock Option will expire on the earlier of (1) February 26, 2028 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.