SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Inayatullah Arif

(Last)

(First)

(Middle)

C/O TRICADIA HOLDINGS, L.P.

780 THIRD AVE, 29TH FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/02/2014

3. Issuer Name and Ticker or Trading Symbol
TIPTREE FINANCIAL INC. [ TIPT ]

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	574,761	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Tiptree Financial Partners, L.P. partnership unit	07/01/2014	⁽¹⁾	Class A Common Stock	617,295	⁽¹⁾	D
Tiptree Financial Partners, L.P. partnership unit	07/01/2014	⁽¹⁾	Class A Common Stock	5,179,839	⁽¹⁾	I⁽²⁾	By: TFPLP Holdings I LLC and TFPLP Holdings III LLC
Tiptree Financial Partners, L.P. partnership unit warrant	07/01/2014	06/30/2022	Class A Common Stock	1,767,986	$8.48	I⁽²⁾	By: TFPLP Holdings I LLC and TFPLP Holdings III LLC
Tiptree Financial Partners, L.P. partnership unit option	07/01/2014	06/12/2017	Class A Common Stock	1,510,920	$5.36	I⁽³⁾	By: Tricadia Capital Management, LLC

Explanation of Responses:

1. Pursuant to the limited liability company agreement of Tiptree Operating Company, LLC ("Operating Company"), from and after July 1, 2014, Tiptree Financial Partners, L.P. ("TFP") will have the right to redeem common units of Operating Company held by TFP for an equal number of shares of Class A common stock of the issuer (and an equal number of shares of Class B common stock of Tiptree held by TFP will be canceled). On the terms and conditions set forth in a Redemption Election Notice sent to limited partners of TFP on May 2, 2014, TFP is allowing limited partners of TFP to direct TFP to redeem membership units of Operating Company held by TFP, to occur simultaneously with the redemption by the limited partner of partnership units that indirectly represent the beneficial ownership of the number of shares of Class A common stock to be redeemed upon the redemption by TFP of membership units.

2. The reporting person is a principal of Tricadia Holdings, L.P. which is the managing member of TFPLP Holdings I LLC and TFPLP Holdings III LLC. The number of shares reflects a total which is greater than the reporting person's pecuniary interest. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest.

3. The reporting person is a principal of Tricadia Holdings, L.P. which owns 100% of Tricadia Capital Management, LLC. The number of shares reflects a total which is greater than the reporting person's pecuniary interest. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest.

Remarks:

	/s/ Arif Inayatullah	05/06/2014
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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