SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Barnes Michael Gene

(Last)

(First)

(Middle)

780 THIRD AVENUE

29TH FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
TIPTREE FINANCIAL INC. [ CVTR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Executive Chairman

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2013

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	07/01/2013		J⁽¹⁾		908,207	A	⁽²⁾	908,207	D
Common Stock	07/01/2013		J⁽³⁾		9,277,575	D	⁽⁴⁾	0	I⁽⁵⁾	By: Tiptree Financial Partners, LP
Class B Common Stock	07/01/2013		J⁽⁶⁾		31,147,371	A	⁽⁷⁾	31,147,371	I⁽⁵⁾	By: Tiptree Financial Partners, LP

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock Warant	$11.33							09/30/2008	09/30/2018	Class A Common Stock	652,500		652,500⁽⁸⁾	I⁽⁵⁾	By: Tiptree Financial Partners, LP

Explanation of Responses:

1. On July 1, 2013, the reporting person received 828,152 shares of Class A Common Stock (the "Tiptree LP Shares") of the Issuer previously beneficially owned by Tiptree Financial Partners, L.P. ("Tiptree LP"), in exchange for the redemption of certain of his limited partnership interests in Tiptree LP in accordance with a private offer by Tiptree LP to its limited partners. On July 1, 2013, the reporting person received 80,055 shares of Class A Common Stock (the "Tricadia Shares") of the Issuer previously beneficially owned by Tricadia Holdings, L.P. and its wholly-owned subsidiary ("Tricadia") in connection with a pro rata distribution by Tricadia of its interests in the Issuer to its partners.

2. The consideration for the acquisition of the Tiptree LP Shares by the reporting person was the reporting person's proportionate interests in Tiptree LP, at a ratio of 2.798 shares of Class A Common Stock of the Issuer in exchange for each limited partnership unit of Tiptree LP, transferred by the reporting person to Tiptree LP for cancellation. As of December 31, 2012, Tiptree LP had a GAAP book value of $34.84 per limited partnership unit. The reporting person received the Tricadia Shares as part of a pro rata distribution by Tricadia in accordance with the reporting person's partnership interests in such entity.

3. In connection with a private offer by Tiptree LP to its limited partners, on July 1, 2013 Tiptree LP distributed 9,277,575 shares of common stock of the Issuer to certain of its limited partners in exchange for the redemption of certain of their limited partnership interests in Tiptree LP.

4. The consideration for the disposition of the applicable shares of common stock of the Issuer by Tiptree LP was each acquirer's proportionate interests in Tiptree LP, at a ratio of 2.798 shares of common stock of the Issuer in exchange for each limited partnership unit of Tiptree LP, transferred by each acquirer to Tiptree LP for cancellation. As of December 31, 2012, Tiptree LP had a GAAP book value of $34.84 per limited partnership unit.

5. The reporting person is Executive Chairman of Tiptree LP and Executive Chairman and an equity owner of the Issuer, which together own 100% of the equity interests in the parent of Tiptree Capital Management, LLC, the manager of Tiptree LP. The reporting person holds voting and investment power with respect to the shares held directly by Tiptree LP. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest.

6. Pursuant to that certain Contribution Agreement ("Contribution Agreement"), dated December 31, 2012 and amended as of February 14, 2013, Tiptree LP contributed all of its assets and liabilities to an operating subsidiary managed by the Issuer in exchange for (i) 31,147,371 shares of Class B Common Stock of the Issuer and (ii) approximately 75% of the issued and outstanding membership interests in such operating subsidiary. The Contribution Agreement is described in and attached as an exhibit to the Proxy Statement on Schedule 14A, filed by the Issuer on May 13, 2013.

7. The consideration for the acquisition of the applicable shares of Class B Common Stock of the Issuer by Tiptree LP was the contribution of all of the assets and liabilities of Tiptree LP which, as of December 31, 2012, had a GAAP book value of approximately $518.5 million.

8. Reflects the Issuer's three-for-two stock split effected as of September 20, 2010.

Remarks:

Exhibit List: Exhibit 24-Power of Attorney

	/s/ Andrew Schinder, as Attorney-in-fact for Michael Barnes	07/03/2013
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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