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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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) C/O TRICADIA HOLDINGS, L.P. 780 THIRD AVENUE 29TH FLOOR (Street) NEW YORK NY 10017 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol TIPTREE FINANCIAL INC. [ TIPT ]	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) 09/03/2015
	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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	09/03/2015		P(1)		1,500	A	$5.8	1,440,638	D
Class A Common Stock	09/03/2015		P(1)		500	A	$5.75	1,441,138	D
Class A Common Stock	09/03/2015		P(1)		300	A	$5.79	1,441,438	D
Class A Common Stock	09/03/2015		P(1)		200	A	$5.78	1,441,638	D
Class A Common Stock	09/04/2015		P(1)		500	A	$5.48	1,442,138	D
Class A Common Stock	09/04/2015		P(1)		500	A	$5.49	1,442,638	D
Class A Common Stock	09/04/2015		P(1)		400	A	$5.52	1,443,038	D
Class A Common Stock	09/04/2015		P(1)		360	A	$5.54	1,443,398	D
Class A Common Stock	09/04/2015		P(1)		200	A	$5.51	1,443,598	D
Class A Common Stock	09/04/2015		P(1)		200	A	$5.5	1,443,798	D
Class A Common Stock	09/04/2015		J(2)		1,665,798	A	(3)	3,109,596	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Tiptree Financial Partners, L.P. partnership unit	(4)	09/04/2015		J(3)			595,353	07/01/2014	(4)	Class A Common Stock	1,665,798	(4)	0	D

Explanation of Responses:

1. Purchases pursuant to a Rule 10b5-1 trading plan.

2. In accordance with the terms and conditions set forth in a Redemption Election Notice sent to limited partners of Tiptree Financial Partners, L.P. ("TFP") on May 2, 2014 as supplemented on July 18, 2014, the reporting person exchanged 595,353 limited partnership units of TFP for 1,665,798 shares of Class A common stock of the Issuer.

3. Partnership units of TFP are exchangeable for Class A common stock at a rate of one partnership unit of TFP for 2.798 shares of Class A common stock of the Issuer.

4. 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.

Remarks:

	/s/ Neil C. Rifkind, as Attorney-in-fact for Michael Barnes	09/08/2015
	** 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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