0001140361-16-070897.txt : 20160627 0001140361-16-070897.hdr.sgml : 20160627 20160627172212 ACCESSION NUMBER: 0001140361-16-070897 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160623 FILED AS OF DATE: 20160627 DATE AS OF CHANGE: 20160627 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: TIPTREE FINANCIAL INC. CENTRAL INDEX KEY: 0001393726 STANDARD INDUSTRIAL CLASSIFICATION: INSURANCE AGENTS BROKERS & SERVICES [6411] IRS NUMBER: 383754322 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 780 THIRD AVENUE STREET 2: 21ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-446-1410 MAIL ADDRESS: STREET 1: 780 THIRD AVENUE STREET 2: 21ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 FORMER COMPANY: FORMER CONFORMED NAME: Care Investment Trust Inc. DATE OF NAME CHANGE: 20070320 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ProSight Parallel Investment LLC CENTRAL INDEX KEY: 0001497473 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33549 FILM NUMBER: 161734148 BUSINESS ADDRESS: STREET 1: C/O GOLDMAN, SACHS & CO. STREET 2: 200 WEST STREET CITY: NEW YORK STATE: NY ZIP: 10282 BUSINESS PHONE: 212 902-7878 MAIL ADDRESS: STREET 1: C/O GOLDMAN, SACHS & CO. STREET 2: 200 WEST STREET CITY: NEW YORK STATE: NY ZIP: 10282 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ProSight Investment LLC CENTRAL INDEX KEY: 0001497474 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33549 FILM NUMBER: 161734149 BUSINESS ADDRESS: STREET 1: C/O GOLDMAN, SACHS & CO. STREET 2: 200 WEST STREET CITY: NEW YORK STATE: NY ZIP: 10282 BUSINESS PHONE: 212 902-7878 MAIL ADDRESS: STREET 1: C/O GOLDMAN, SACHS & CO. STREET 2: 200 WEST STREET CITY: NEW YORK STATE: NY ZIP: 10282 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ProSight Equity Managment Inc. CENTRAL INDEX KEY: 0001497475 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33549 FILM NUMBER: 161734150 BUSINESS ADDRESS: STREET 1: C/O GOLDMAN, SACHS & CO. STREET 2: 200 WEST STREET CITY: NEW YORK STATE: NY ZIP: 10282 BUSINESS PHONE: 212 902-7878 MAIL ADDRESS: STREET 1: C/O GOLDMAN, SACHS & CO. STREET 2: 200 WEST STREET CITY: NEW YORK STATE: NY ZIP: 10282 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GSCP VI Parallel ProSight, L.L.C. CENTRAL INDEX KEY: 0001634250 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33549 FILM NUMBER: 161734151 BUSINESS ADDRESS: STREET 1: 200 WEST STREET CITY: NEW YORK STATE: NY ZIP: 10282 BUSINESS PHONE: 212-902-1000 MAIL ADDRESS: STREET 1: 200 WEST STREET CITY: NEW YORK STATE: NY ZIP: 10282 4 1 doc1.xml FORM 4 X0306 4 2016-06-23 1 0001393726 TIPTREE FINANCIAL INC. TIPT 0001634250 GSCP VI Parallel ProSight, L.L.C. 200 WEST STREET NEW YORK NY 10282 0 0 1 0 0001497475 ProSight Equity Managment Inc. 200 WEST STREET NEW YORK NY 10282 0 0 1 0 0001497474 ProSight Investment LLC 200 WEST STREET NEW YORK NY 10282 0 0 1 0 0001497473 ProSight Parallel Investment LLC 200 WEST STREET NEW YORK NY 10282 0 0 1 0 Class A Common Stock 2016-06-23 4 S 0 5596000 6.50 D 35910 I See footnotes This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman, Sachs & Co. ("Goldman Sachs"), GS Advisors VI, L.L.C. ("GS Advisors"), GSCP VI Advisors, L.L.C. ("GSCP VI Advisors"), GSCP VI Offshore Advisors, L.L.C. ("GSCP VI Offshore Advisors"), Goldman, Sachs Management GP GMBH ("GS GmbH"), GS Capital Partners VI Fund, L.P. ("GS Capital VI"), GS Capital Partners VI Offshore Fund, L.P. ("GS Capital VI Offshore"), GS Capital Partners VI GmbH & Co. KG ("GS Germany VI"), GS Capital Partners VI Parallel, L.P. ("GS Capital VI Parallel"), GSCP VI Parallel ProSight, L.L.C. ("GS Capital VI Parallel ProSight" and together with GS Capital VI, GS Capital VI Offshore, GS Germany VI and GS Capital VI Parallel, the "Funds"), ProSight Equity Management Inc. ("ProSight Equity"), ProSight Investment LLC ("ProSight Investment") and ProSight Parallel Investment LLC ("ProSight Parallel Investment" and collectively, the "Reporting Persons"). (continued in Footnote 2) Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein, if any. ProSight Investment and ProSight Parallel Investment are shareholders of ProSight Global Holdings Ltd. ("ProSight Global"). ProSight Equity is the manager of ProSight Investment and ProSight Parallel Investment. The Funds own ProSight Investment and ProSight Parallel Investment. Due to the electronic system's limitation of 10 Reporting Persons per joint filing, this statement is being filed in duplicate. The 5,596,000 of the shares of Class A Common Stock, par value $0.001 per share ("Common Stock"), of Tiptree Financial Inc. (the "Company") whose disposition is being reported in this Form 4 were previously owned by indirect subsidiaries (the "Sellers") of ProSight Global. Pursuant to that certain Stock Purchase Agreement, dated as of June 23, 2016 (the "Purchase Agreement"), by and among the Company, Caroline Holdings LLC, a Delaware limited liability company (the "Buyer"), the Sellers, and ProSight Specialty Insurance Group, Inc., the Sellers sold to the Buyer and the Buyer purchased from the Sellers, 5,596,000 shares of Common Stock for an aggregate purchase price of $36,374,000. As a result of the foregoing, as of June 23, 2016, the Reporting Persons ceased to be the beneficial owners of more than 10% of the Common Stock and are therefore no longer subject to Section 16 of the Securities Exchange Act of 1934, as amended. Each of (i) GS Capital VI and its general partner, GSCP VI Advisors, (ii) GS Capital VI Offshore and its general partner, GSCP VI Offshore Advisors, (iii) GS Capital VI Parallel and its general partner, GS Advisors, (iv) GS Germany VI and its general partner, GS GmbH, and (v) GS Capital VI Parallel ProSight may be deemed to have beneficially owned indirectly the 5,596,000 shares of Common Stock that were sold by the Sellers pursuant to the Purchase Agreement. For purposes of Rule 13d-3(a) and Rule 16a-1(a) only (and not for any other applicable purpose), GS Group and Goldman Sachs may be deemed to have beneficially owned indirectly the 5,596,000 shares of Common Stock that were sold by the Sellers pursuant to the Purchase Agreement because (i) the Funds own ProSight Investment and ProSight Parallel Investment, (ii) GS Advisors, GSCP VI Advisors, GSCP VI Offshore Advisors and GS GmbH are affiliates of GS Group and Goldman Sachs, (iii) Goldman Sachs is the investment manager of certain of the Funds and (iv) of the relationship between ProSight Equity and Goldman Sachs. Goldman Sachs is a subsidiary of GS Group. As of June 23, 2016, Goldman Sachs beneficially owned directly, and GS Group may have been deemed to have beneficially owned indirectly, 35,910 shares of Common Stock, and Goldman Sachs also had open short positions of 57,366 shares of Common Stock, reflecting changes due to exempt transactions. /s/ Yvette Kosic, Attorney-in-fact 2016-06-27 /s/ Yvette Kosic, Attorney-in-fact 2016-06-27 /s/ Yvette Kosic, Attorney-in-fact 2016-06-27 /s/ Yvette Kosic, Attorney-in-fact 2016-06-27