0001393726-16-000076.txt : 20160216 0001393726-16-000076.hdr.sgml : 20160215 20160216161057 ACCESSION NUMBER: 0001393726-16-000076 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20160216 DATE AS OF CHANGE: 20160216 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: RAIT Financial Trust CENTRAL INDEX KEY: 0001045425 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 232919819 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-53667 FILM NUMBER: 161428221 BUSINESS ADDRESS: STREET 1: 1818 MARKET STREET 2: 28TH FL CITY: PHILADELPHIA STATE: PA ZIP: 19103 BUSINESS PHONE: 2158617900 MAIL ADDRESS: STREET 1: 1818 MARKET STREET 2: 28TH FL CITY: PHILADELPHIA STATE: PA ZIP: 19103 FORMER COMPANY: FORMER CONFORMED NAME: RAIT INVESTMENT TRUST DATE OF NAME CHANGE: 20010227 FORMER COMPANY: FORMER CONFORMED NAME: RESOURCE ASSET INVESTMENT TRUST DATE OF NAME CHANGE: 19970904 FILED BY: 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 FILING VALUES: FORM TYPE: SC 13D/A 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 SC 13D/A 1 raitschedule13da.htm SC 13D/A SC 13D


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

SCHEDULE 13D/A
Under the Securities Exchange Act of 1934

(Amendment No. 1)
RAIT Financial Trust
(Name of Issuer)

Common shares of beneficial interest, par value $0.03 per share
(Title of Class of Securities)

749227609
(CUSIP Number of Class of Securities)
Neil C. Rifkind
General Counsel
Tiptree Financial Inc.
780 Third Avenue, 21st Floor
New York, NY 10017
(212) 446-1400
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

February 11, 2016
(Date of Event which Requires Filing of this Schedule)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ]
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No. 749227609
SCHEDULE 13D/A
Page 2 of 6

SCHEDULE 13D/A
1
 
NAME OF REPORTING PERSON
Tiptree Financial Inc.
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨(b) ¨
3
 
SEC USE ONLY

4
 
SOURCE OF FUNDS
WC
5
 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
¨
6
 
CITIZENSHIP OR PLACE OF ORGANIZATION
Maryland
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
 
7
SOLE VOTING
6,622,380
8
SHARED VOTING POWER
0
9
SOLE DISPOSITIVE POWER
6,622,380



10
SHARED DISPOSITIVE POWER
 
0
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
 
6,622,380

12
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.26%
14
 
TYPE OF REPORTING PERSON
CO














CUSIP No. 749227609
SCHEDULE 13D/A
Page 3 of 6

This Amendment No. 1 (the “Amendment No. 1”) to Schedule 13D is being filed by Tiptree Financial Inc. (“Tiptree”) to amend the Schedule 13D filed on January 22, 2016 (the “Original Schedule 13D”). The information in each Item below amends the information disclosed under the corresponding Item of the Original Schedule 13D. Except as amended and supplemented herein, the information set forth in the Original Schedule 13D remains unchanged. Capitalized terms used herein have meanings as assigned thereto in the Original Schedule 13D unless defined herein. The information set forth in response to each separate Item below shall be deemed to be a response to all Items where such information is relevant.
Item 1.
Security and Issuer

This Amendment No. 1 relates to the common shares of beneficial interest, par value $0.03 per share (the “Common Shares”), of RAIT Financial Trust, a Maryland trust (the “Issuer”), having its principal executive office at 2929 Arch Street, 17th Floor, Philadelphia, PA, 19104.
Item 3.
Source and Amount of Funds or Other Consideration

Item 3 to Amendment No. 1 is amended, in pertinent part, as follows:

Since the filing of the Original Schedule 13D, Tiptree, through certain of its subsidiaries, purchased an aggregate of 1,044,400 additional Common Shares in the open market for an aggregate price of $2,183,411, exclusive of commissions and fees. The funds for the purchase of such Common Shares came from Tiptree and its subsidiaries’ cash on hand. No borrowed funds were used to purchase such Common Shares.
Item 5.
Interest in Securities of the Issuer

Item 5 to Amendment No. 1 is amended and restated as follows:

(a-b) As of the date hereof, Tiptree is the beneficial owners of 6,622,380 Common Shares (7.26%) of the Issuer, based upon the 91,235,358 Common Shares outstanding as of November 9, 2015, according to the Issuer's Form 10-Q for the quarter ended September 30, 2015, filed with the Securities and Exchange Commission.
Tiptree is filing this Schedule 13D as the parent company of and indirect beneficial owner of the Common Shares held by its subsidiaries. Tiptree has sole voting and dispositive power of the Common Shares to which this filing relates.
(c) The trading dates, number of Common Shares purchased or sold and the price per share for all transactions in the Common Shares since the filing of the Original Schedule 13D by Tiptree’s subsidiaries are set forth in Schedule A and were effected in open market transactions. Schedule A is incorporated herein by reference.
(d) No person other than Tiptree and its applicable subsidiaries is known to have the right to receive, or the power to direct the receipt of, dividends from, or proceeds from the sale of, the securities reported in this Schedule 13D.
(e) Not applicable.





CUSIP No. 749227609
SCHEDULE 13D/A
Page 4 of 6

SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct.
Dated: February 16, 2016
Tiptree Financial Inc.
By:
/s/ Jonathan Ilany
Name:
Jonathan Ilany
Title:
Chief Executive Officer











CUSIP No. 749227609
SCHEDULE 13D/A
Page 5 of 6

SCHEDULE A
Transactions in the Common Shares of RAIT Financial Trust
Trade Date
Number of Shares
Price Per Share
Purchase/Sale
2/2/2016
100
$2.32
Purchase
2/2/2016
500
$2.33
Purchase
2/2/2016
15,000
$2.35
Purchase
2/2/2016
14,400
$2.34
Purchase
2/3/2016
600
$2.28
Purchase
2/3/2016
9,400
$2.29
Purchase
2/3/2016
5,000
$2.30
Purchase
2/4/2016
1,316
$2.25
Purchase
2/4/2016
47,600
$2.26
Purchase
2/4/2016
15,000
$2.27
Purchase
2/4/2016
500
$2.28
Purchase
2/4/2016
13,100
$2.29
Purchase
2/4/2016
13,800
$2.30
Purchase
2/5/2016
40,000
$2.25
Purchase
2/8/2016
35,971
$2.09
Purchase
2/8/2016
50,200
$2.17
Purchase
2/8/2016
22,900
$2.19
Purchase
2/8/2016
22,000
$2.20
Purchase
2/8/2016
48,600
$2.15
Purchase
2/8/2016
1,400
$2.14
Purchase
2/8/2016
49,478
$2.13
Purchase
2/8/2016
522
$2.12
Purchase
2/8/2016
50,000
$2.11
Purchase
2/8/2016
29,900
$2.18
Purchase
2/9/2016
43,685
$2.07
Purchase
2/9/2016
27,200
$2.05
Purchase
2/9/2016
7,800
$2.04
Purchase
2/9/2016
49,630
$2.03
Purchase
2/9/2016
16,858
$1.99
Purchase
2/9/2016
14,900
$2.08
Purchase
2/9/2016
15,000
$2.09
Purchase
2/9/2016
1,415
$2.06
Purchase
2/9/2016
370
$2.02
Purchase
2/9/2016
75,000
$2.01
Purchase
2/10/2016
69,100
$1.99
Purchase
2/10/2016
5,900
$1.98
Purchase
2/10/2016
9,411
$1.97
Purchase
2/10/2016
75,000
$2.00
Purchase
2/11/2016
131,299
$1.95
Purchase
2/11/2016
145
$1.94
Purchase
2/12/2016
1,500
$2.00
Purchase


CUSIP No. 749227609
SCHEDULE 13D/A
Page 6 of 6

2/12/2016
700
$1.93
Purchase
2/12/2016
2,500
$2.01
Purchase
2/12/2016
4,500
$1.91
Purchase
2/12/2016
5,200
$1.90
Purchase